Common use of Mortgages Clause in Contracts

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agent.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, Each Mortgage (a)(i) counterparts of each Mortgage or an amendment to each existing other than a Mortgage granted by a U.K. Guarantor) is effective to the Collateral Agent (a “Mortgage Amendment”)create, as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner in favor of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee Secured Parties, legal, valid, perfected and enforceable First Priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the holders proceeds thereof, subject only to Permitted Liens, and when such Mortgages are filed in the offices specified on Schedule 8(a) to the applicable Perfection Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute First Priority fully perfected Liens on, and security interests in, all right, title and interest of the Securities a valid first priority mortgage lien on such Real Property Loan Parties in the Mortgaged Properties and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicableproceeds thereof, in each case consistent prior and superior in form right to any other person, other than Permitted Liens. The Mortgages granted by each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and substance with enforceable Liens on all of each such documents as have been previously delivered Loan Party’s right, title and interest in connection and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the other Land Registry, the Mortgages shall constitute fully perfected First Priority Lien ObligationsLiens on, and (b) security interest in, all right, title insurance policies or title insurance date-down endorsements, as applicableand interest of each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case consistent prior and superior in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property right to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other LiensPerson, except for Permitted Liens, together with such customary endorsements, and other than with respect to any such property located the rights of Persons pursuant to Permitted Liens until terminated in a state in which a zoning endorsement is not available, a zoning compliance letter from accordance with the applicable municipality in a form acceptable to the Collateral Agentterms hereof.

Mortgages. The (a) Upon the occurrence of a Mortgage Preparation Event, the Master Issuer and shall cause the Subsidiary Guarantors preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall use commercially reasonable efforts deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Collateral Agent as promptly as Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably practicable after acceptable to the Issue DateControl Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, but including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any event within 120 days way be liable for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral AgentTrustee, for its benefit and the benefit of the Trustee Secured Parties, legal, valid and the holders of the Securities a valid enforceable first priority mortgage lien Liens on such (subject to Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in and to each Contributed Owned Real Property and otherwise suitable for recording each New Owned Real Property, and the Proceeds thereof. Upon the request of Wendy’s Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or filing which Mortgage or Mortgage Amendmentany New Owned Real Property; provided that if such closing shall not occur, as applicable, may such release of mortgage shall be in a form consistent with such mortgages securing returned by the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable escrow agent directly to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral AgentTrustee.

Mortgages. The Issuer and the Subsidiary Guarantors shall Company will use its commercially reasonable efforts to complete or cause to be completed on or prior to the Issue Date all filings and other similar actions required or desirable on its part in connection with the creation, perfection, protection and/or reaffirmation of such security interests in favor of the Notes and the Guarantees. In the case of material real property owned by the Company or a Grantor as of the Issue Date that will secure the Notes Obligations and constitute Collateral (each, a “Mortgaged Property”), the Company or the applicable Grantor shall deliver to the applicable Notes Collateral Agent, within 180 days after the Issue Date (or such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent as may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly as reasonably practicable after notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, but in any event within 120 days of the Issue Dateplace necessary, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording Indenture Secured Parties; (C) American Land Title Association or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided that, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent and (ii) opinions and if such other documents includingare in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, but not limited to, any consents, agreements and confirmations of third parties with respect each Mortgage will cease to any secure the Notes Obligations if the real property subject to such Mortgage or Mortgage Amendmentno longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with at the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by written request of the Company, issued by a nationally recognized title insurance company (which may be and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the same as Security Documents and the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable Intercreditor Agreement to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral AgentAgent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer required.

Mortgages. The Issuer Tenant accepts this Lease subject and subordinate to any mortgages and/or deeds of trust now or at any time hereafter constituting a lien or charge upon the Premises or any ground lease, and all renewals, increases and rearrangements thereof, whether or not a novation of the secured debt may occur in connection therewith (herein, a “Mortgage”); provided, however, that if the holder of any Mortgage (a “Mortgagee”) elects to have Tenant's interest in this Lease superior to any such Mortgage, then by written notice to Tenant from the Mortgagee, this Lease shall be deemed superior to the lien created by that Mortgage. In the event of any foreclosure of any such lien or mortgage, Tenant agrees to attorn to the Mortgagee or other purchaser at foreclosure, upon demand. Notwithstanding anything to the contrary contained herein, Tenant agrees that this Lease shall be subordinate to any future Mortgage placed against the Premises, and that it will attorn to the future Mortgagee, only if the Mortgagee agrees with Tenant in a subordination, non-disturbance and attornment agreement (an “SNDA Agreement”), in the Mortgagee’s then standard form, that Tenant’s right to use and occupy the Premises under the terms of this Lease will not be deprived as a result of a termination or foreclosure of such Mortgage so long as Tenant is not then in default under this Lease; provided, however, that Tenant acknowledges and agrees that such SNDA Agreement may contain, among other terms and conditions required for obtaining such Mortgage (i) any provision (or the substantial equivalent thereof) contained in any previous SNDA Agreement executed by Tenant (or any predecessor Tenant hereunder), (ii) a provision requiring that notices of Landlord default be given to the Mortgagee and the Subsidiary Guarantors Mortgagee allowed a reasonable time in addition to Landlord’s cure period hereunder to cure such default before Tenant shall use commercially reasonable efforts be entitled to take its remedies hereunder or by law, (iii) a provision stating that the terms of the Mortgage govern over any conflicting provision of this Lease pertaining to the Mortgagee’s obligation to make insurance or condemnation proceeds available for reconstruction of any part of the Premises, (iv) provisions by which such Mortgagee or successor-in-interest upon foreclosure is agreed not to be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, including prepayment in the nature of security for the performance by Tenant of its obligations under this Lease (unless actually received by such successor in interest), (b) any obligations of Landlord to construct improvements, (c) any amendment or modification of this Lease (or implied waiver of Tenant’s obligations) made without the written consent of such trustee or such beneficiary or such successor in interest, (d) any representations or defaults by any prior Landlord, and (e) any other matters that such Mortgagee is not directly responsible for causing, as such Mortgagee may specify, and/or (v) such other provisions and protections as such Mortgagee may request that are reasonably customary in the commercial mortgage lending community at the time. Tenant, at any time hereafter on demand by Landlord, shall promptly execute and deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue DateLandlord, but in any event within 120 ten (10) days of such demand, an SNDA Agreement meeting the Issue Date, (a)(i) counterparts of each Mortgage above criteria or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agentcommercially reasonable form.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver Furnish to the Trustee and the Collateral Agent as promptly as reasonably practicable Administrative Agent, within 60 days --------- after the Issue Date, but in any event within 120 days of the Issue Closing Date, (a)(ia) fully executed counterparts of deeds of trust, mortgages and similar documents in each Mortgage or an amendment to each existing Mortgage granted case in form and substance reasonably satisfactory to the Collateral Administrative Agent and substantially in the form of Exhibit L (each a "Mortgage" and collectively, the "Mortgages") covering all the -------- --------- Mortgaged Properties, and arrangements reasonably satisfactory to the Administrative Agent shall be in place by the 60th day after the Closing Date to provide that counterparts of such Mortgages shall be promptly recorded upon execution in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, effectively to create a valid and enforceable first (or, in the case of the Mortgages granted by the Meditrust Entities, second) priority Lien, subject only to Permitted Liens, on each Mortgaged Property in favor of the Administrative Agent (a “Mortgage Amendment”), or such other trustee as applicable, to may be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, required or desired under local law) for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage AmendmentLenders, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) a lender's title insurance policies or title insurance date-down endorsementspolicy, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Lienscompany, together with such customary endorsements, coinsurance and with respect to any such property located reinsurance as may be reasonably requested by the Administrative Agent, in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form and substance reasonably acceptable to the Collateral Administrative Agent, insuring each Mortgage as a first (or, in the case of the Mortgages granted by the Meditrust Entities, second) lien on the relevant Mortgaged Property and subject only to Permitted Liens and Liens expressly agreed to by the Administrative Agent and (c) such other documents (including without limitation, ALTA/ASCM surveys of each Mortgaged Property made in accordance with ALTA/ASCM standards, including Table A, Items Nos. 1-4 and 6-13 as updated by inspection) as are reasonably required by the Administrative Agent.

Mortgages. The Issuer and the Subsidiary Guarantors Company shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, Closing Time but in any event within 120 days of the Issue DateClosing Time (subject to extension in the sole discretion of the Trustee), (a)(ia) counterparts of each Mortgage or (i) an amendment to each existing Mortgage granted to (as defined in the Collateral Agent “Description of Second Priority Notes” section of the Prospectus) (a “Mortgage Amendment”), as applicable, to be entered into with respect to each ) on such Real Property that also secures (as defined in the other First “Description of Second Priority Lien Obligations, Notes” section of the Prospectus) currently subject to a Mortgage granted to the Collateral Agent duly executed and delivered by the record owner of such Real Property and the Collateral Agent sufficient to grant to the Collateral Agent, Agent for its benefit and the benefit of the Trustee and the holders of the Securities Second Priority Notes a valid first second priority mortgage lien on such Real Property and otherwise suitable for recording or filing filing, which Mortgage or Mortgage Amendment, as applicable, Amendment may be in a form consistent with such mortgages securing the other First Priority Lien Obligations Mortgage amendments previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent Agent, and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage Amendment, in each case to the extent and consistent in form and substance with such documents as have been previously delivered to the Collateral Agent, and (b) date-down endorsements to the title insurance policies previously delivered to the Collateral Agent (or in case of any Real Property located in Texas that is subject to a Mortgage Amendment, as applicablea title search together with a T-38 endorsement, or to the extent not available, a new title insurance policy), in each case consistent in form and substance with such documents as have been previously delivered in connection with to the other First Priority Lien Obligations, and (b) Collateral Agent and/or the title insurance policies company (specifically excluding any new or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligationsupdated survey), and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing Mortgages in favor of the other First Priority Lien ObligationsCollateral Agent) insuring the lien of each Mortgage or Mortgage Amendment, as applicableamended Mortgage, as a valid first priority Lien lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liensliens, except for Permitted Liens, together with Liens (as such customary endorsements, and with respect to any such property located term is defined in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to “Description of Second Priority Notes” section of the Collateral AgentProspectus).

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue DateDate (subject to extension in the sole discretion of the Collateral Agent), (a)(ia)(i)(A) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, new Mortgages to be entered into with respect to each Real Property that also secures real property owned by the other First Issuer and any Guarantor which real property is, as of such date, subject to a mortgage in favor of the Existing Second Priority Lien ObligationsNotes Collateral Agent, for the benefit of the holders of the Existing Second Priority Notes, duly executed and delivered by the record owner of such Real Property property and suitable for recording or filing or (B) amendments to the existing mortgages on such real property granted to the Existing Second Priority Notes Collateral Agent, duly executed and delivered by the record owner of such property and the Existing Second Priority Notes Collateral Agent and otherwise suitable for recording and filing, which amendments shall be in form and substance sufficient to grant to the Existing Second Priority Notes Collateral Agent, for its benefit and for the benefit of the Trustee and the holders of the Securities Second Priority Notes a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent real property and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such new Mortgage or Mortgage Amendment, as applicablemortgage amendment or property, in each case to the extent and consistent in form and substance with such documents as have been most recently delivered to the Existing Second Priority Notes Collateral Agent; and (b)(i) in the case of each new Mortgage, a policy, policies or pro forma policy or policies or marked up unconditional binder(s) of title insurance, as applicable, together with such customary endorsements (including zoning endorsements where reasonably appropriate and available) and with respect to any such property located in a state in which a zoning endorsement is not available, with a zoning compliance letter (or updated letter) from the applicable municipality in a form consistent with that most recently delivered to the Existing Second Priority Notes Collateral Agent or such other form as is customary for such municipality, or a zoning report (or updated report) from a nationally recognized zoning reporting service (it being understood that (x) no new or updated surveys and no survey for any property for which a survey has not previously been delivered to the Existing Second Priority Notes Collateral Agent shall be required to be delivered in connection with the other First Priority Lien Obligations, and (b) delivery of any title insurance policies and (y) the last survey or update delivered or certified to the Existing Second Priority Notes Collateral Agent shall be acceptable to the Collateral Agent together with an affidavit from the property owner (if required by the title company) stating there have been no substantial changes materially affecting the use of the property in the business since the date of such last survey or update, so long as the same is sufficient for the title insurance company to remove the so-called standard survey exception and issue all survey-related endorsements to the title insurance policies described in clause (b)(i) of this sentence (except where no survey has previously been delivered as noted above), in substantially the same manner and to substantially the same extent as the title company has previously insured such Persons), or (ii) in the case of mortgage amendments delivered pursuant to clause (a)(i)(B) of this paragraph, date-down endorsements, as applicableendorsements of the title insurance policies previously delivered to the Existing Second Priority Notes Collateral Agent in respect of the applicable property, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligationscase, and paid for by the Company, Issuer and issued by a nationally recognized title insurance company insuring the Lien of each such new Mortgage or mortgage amendment (which may be the same as the title insurance company or companies insuring the mortgages securing in favor of the other First Existing Second Priority Lien ObligationsNotes Collateral Agent) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, Liens except for Permitted Liens, together with such customary endorsements, as not prohibited by Section 4.12 and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral AgentLiens arising by operation of law.

Mortgages. The Issuer This Lease is and shall be subject and subordinate to any mortgage(s) and/or deed(s) of trust now or at any time hereafter constituting a lien or charge upon the Subsidiary Guarantors Property, or the improvements situated thereon, provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant’s interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall use commercially be deemed superior to such lien whether this Lease was executed before or after said mortgage or deed of trust. Tenant shall at any time hereafter on demand execute any instruments, releases or other documents which may be required by any such mortgagee for the purpose of subjecting and subordinating this Lease to the lien of any such mortgage or for the purpose of evidencing the superiority of this Lease to the lien of any such mortgage, as may be the case, or for any other matters requested by Landlord’s mortgagee. At Tenant’s sole cost and expense, Landlord shall make reasonable and good faith efforts to obtain from its existing mortgagee a subordination, non-disturbance and attornment agreement (utilizing such mortgagee’s standard form of agreement) for Tenant within thirty (30) days after mutual Lease execution. In the event that Landlord is unable to obtain such agreement from its existing mortgagee within thirty (30) days after mutual Lease execution, Tenant may, at its sole option and as its sole and exclusive remedy (it being agreed by Landlord and Tenant that the failure to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (such agreement shall not constitute a “Mortgage Amendment”default by Landlord under this Lease), as applicableterminate this Lease promptly thereafter by written notice to Landlord. In the event that Landlord delivers such agreement to Tenant prior to receipt of Tenant’s written notice to Landlord terminating this Lease (notwithstanding the passage of thirty (30) days or more after mutual Lease execution), Tenant’s option to terminate this Lease pursuant to this Paragraph 17 shall terminate and be entered into with respect to each Real Property that also secures of no further force and effect. Additionally, in the other First Priority Lien Obligations, duly executed and event Landlord has not delivered such agreement by the record owner date that is thirty (30) days after mutual Lease execution and Tenant has not exercised its option to terminate this Lease within thirty (30) days after such date, then Tenant’s option to terminate this Lease pursuant to this Paragraph 17 shall be deemed waived and of such Real Property sufficient no further force and effect. If Tenant exercises its option to grant terminate this Lease pursuant to this Paragraph 17, Tenant hereby acknowledges and agrees that Landlord shall have the Collateral Agent, right to use all sums paid to or provided for its benefit and the benefit of Landlord as of the Trustee date of such termination, including, without limitation, the first month’s Base Rent, the Security Deposit, and the holders Letter of Credit (as defined in Paragraph 30 below), to pay for all Improvement Costs actually incurred by Landlord. For purposes of this Lease, all costs, expenses, fees and other charges related to the approval, construction and installation of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage AmendmentImprovements, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consentsthe matters expressly described in EXHIBIT C, agreements and confirmations of third parties with respect shall be collectively referred to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring “Improvement Costs.” Prior to payment of the mortgages securing Improvement Costs to Landlord, Tenant shall have the other First Priority Lien Obligations) insuring right to review the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property Improvement Costs to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable verify that all Improvement Costs are related to the Collateral Agentapproval, construction and installation of the Improvements, including, but not limited to, the matters expressly described in EXHIBIT C. Landlord shall not be paid or reimbursed for any costs, expenses, fees or other charges that are not related to the approval, construction and installation of the Improvements, including, but not limited to, the matters expressly described in EXHIBIT C. Upon full payment to Landlord of all Improvement Costs, Landlord shall promptly return to Tenant the remaining balance, if any, of such sums paid to or provided for the benefit of Landlord. The provisions of this Paragraph 17 shall survive termination of this Lease.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, Each Mortgage (a)(i) counterparts of each Mortgage or an amendment to each existing other than a Mortgage granted by a U.K. Guarantor) is effective to the Collateral Agent (a “Mortgage Amendment”)create, as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner in favor of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee Secured Parties, legal, valid, perfected and enforceable First Priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the holders proceeds thereof, subject only to Permitted Liens, and when such Mortgages are filed in the offices specified on Schedule 8(a) to the applicable Perfection Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute First Priority fully perfected Liens on, and security interests in, all right, title and interest of the Securities a valid first priority mortgage lien on such Real Property Loan Parties in the Mortgaged Properties and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicableproceeds thereof, in each case consistent prior and superior in form right to any other person, other than Permitted Liens. The Mortgages granted by each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and substance with enforceable Liens on all of each such documents as have been previously delivered Loan Party’s right, title and interest in connection and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the other Land Registry, the Mortgages shall constitute fully perfected First Priority Lien ObligationsLiens on, and (b) security interest in, all right, title insurance policies or title insurance date-down endorsements, as applicableand interest of the U.K. Borrower and each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case consistent prior and superior in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property right to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other LiensPerson, except for Permitted Liens, together with such customary endorsements, and other than with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable rights of Persons pursuant to the Collateral AgentPermitted Liens.

Mortgages. The Issuer Each Franchise Entity shall, within ninety (90) days following the occurrence of a Mortgage Preparation Event with respect to any New Owned Real Property acquired by such Franchise Entity (and to the extent necessary, any Contributed Owned Real Property), execute and deliver to the Trustee, for the benefit of the Secured Parties, a mortgage or deed of trust in substantially the form attached as Exhibit L hereto or otherwise in form reasonably acceptable to the Control Party and the Subsidiary Guarantors Trustee and suitable for recordation under applicable law with respect to each such Contributed Owned Real Property and each such New Owned Real Property, to be held in escrow by the Trustee or its agent for the benefit of the Secured Parties and recorded by the Trustee or its agent solely upon the occurrence of a Mortgage Recordation Event (subject to Section 3.1(c) hereof). The Trustee within five (5) Business Days of receiving direction of the Control Party will be required to deliver the Mortgages to the applicable recording office for recordation in the event that any Rapid Amortization Event occurs (or is continuing) on or following the 120th day following the occurrence of a Mortgage Preparation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative). The Trustee may engage a third-party service provider (which shall use be reasonably acceptable to the Control Party) to assist in delivering the Mortgages to the applicable Governmental Authority with respect to such Mortgage for recordation. In addition, within twenty (20) Business Days of a Mortgage Recordation Event, the Franchise Entities shall exercise commercially reasonable efforts to deliver to the Trustee and (i) updates to the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue DateClosing Title Reports, (a)(iii) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent lender’s Title Policies for those properties for which Closing Title Reports were previously obtained, and (a “Mortgage Amendment”), as applicable, to be entered into iii) local counsel enforceability opinions with respect to each the Mortgages delivered on properties in those states where a material amount of Contributed Owned Real Property that also secures the other First Priority Lien Obligationsand New Owned Real Property is located, duly executed and delivered as reasonably determined by the Securitization Entities. The Trustee shall be reimbursed by the Co-Issuers for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees, all premiums, fees and all other costs (including reasonable attorney’s fees) incurred in connection with delivery of the Title Policies and all fees and costs incurred in connection with local counsel enforceability opinions, pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, the Franchise Entities shall not be required to, and the Trustee may not, record owner or cause to be recorded any Mortgage or cause the issuance of any Title Policy or local counsel enforceability opinion until the occurrence of a Mortgage Recordation Event. Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Real Property sufficient Mortgages or to grant to determine that the Collateral Agentsame are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable for any delays in the recordation of any Mortgage, for its benefit and the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Trustee Secured Parties, legal, valid and the holders of the Securities a valid enforceable first priority mortgage lien on such Liens on, and security interests in, the Franchise Entities’ right, title and interest in and to each Contributed Owned Real Property and otherwise suitable for recording each New Owned Real Property, and the Proceeds thereof. Upon the request of the applicable Franchise Entity, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or filing which Mortgage or Mortgage Amendmentany New Owned Real Property; provided that if such closing shall not occur, as applicable, may such release of mortgage shall be in a form consistent with such mortgages securing returned by the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable escrow agent directly to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral AgentTrustee.

Mortgages. The Issuer and the Subsidiary Guarantors Agent shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(i) counterparts of have received from each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into Borrower Mortgages with respect to each all Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered Collateral owned by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit Borrower in fee simple as of the Trustee and Closing Date, together with the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendmentfollowing, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise each to be in form and substance satisfactory to Agent: (i) a mortgagee's title insurance policy (each a "Title Insurance Policy"), dated the Closing Date together with evidence that all premiums in respect of such Title Insurance Policy have been paid, which Title Insurance Policy shall (A) be in an amount reasonably satisfactory to Agent; (B) insure that the Mortgage insured thereunder creates a valid first Lien on the Real Property covered by such Mortgage free and clear of all Liens, defects and encumbrances (except those set forth in the Title Insurance Policy or otherwise reasonably acceptable to Lender); (C) name Agent as the Collateral insured party thereunder; (D) be in the form of ALTA Loan Policy 1970 (as amended) or other form approved by Agent, and (E) contain such endorsements and effective coverage as Agent and may reasonably request; (ii) opinions a physical survey containing maps or plats of the perimeter or boundaries of the Real Property covered by the Mortgage, certified to Agent and the title insurance company insuring such Mortgage, in a manner acceptable to each of them, dated a date satisfactory to Agent and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the a "R.L.S."), by an independent professionally licensed land surveyor reasonably satisfactory to Agent and such title insurance company which survey shall indicate the following: (A) the locations on such site of all the buildings, structures and other improvements and the established building setback lines insofar as the foregoing affect the perimeter or companies insuring boundary of such property; (B) the mortgages securing lines of streets abutting the site and width thereof; (C) all access and other First Priority Lien Obligationseasements appurtenant to the site or necessary or desirable to use the site; (D) insuring all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the lien site, whether recorded, apparent from a physical inspection of each Mortgage the site or Mortgage Amendmentotherwise known to the surveyor, (E) any encroachments on any adjoining property by any building structures and improvements on the site, and (F) if the site is described as being on a filed map, a legend relating the survey to said map, all in form reasonably satisfactory to Agent; together with certification from the R.L.S., reasonably satisfactory to Agent, as applicableto the location of the Real Property covered by the Mortgage in any "special flood hazard" area within the meaning of the Federal Flood Disaster Protection Act of 1973; and (iii) opinions of local legal counsel to Borrowers in each State or other jurisdiction where the Mortgage is to be recorded, as a valid first priority Lien on to such Real Property to be entered into on or after the Issue Date Mortgage and such related matters as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral AgentAgent may reasonably request.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, Each Mortgage (a)(i) counterparts of each Mortgage or an amendment to each existing other than a Mortgage granted by a U.K. Borrower) is effective to the Collateral Agent (a “Mortgage Amendment”)create, as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner in favor of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee Secured Parties, legal, valid, perfected and enforceable First Priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording proceeds thereof, subject only to Permitted Liens or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form Liens acceptable to the Collateral Agent, and when such Mortgages are filed in the offices specified on Schedule 8(a) to the applicable Perfection Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Section 5.11 and Section 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Section 5.11 and Section 5.12), the Mortgages shall constitute First Priority fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Permitted Liens. The Mortgages granted by the U.K. Borrower and each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and enforceable Liens on all of each such Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the Land Registry, the Mortgages shall constitute fully perfected First Priority Liens on, and security interest in, all right, title and interest of the U.K. Borrower and each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Permitted Liens.

Mortgages. The Issuer Lease shall be subordinate to any deed of trust, mortgage, or other security instrument (a "Mortgage"), and any ground lease, master lease, or primary lease (a "Primary Lease") that now or hereafter covers any portion of the Subsidiary Guarantors shall use commercially reasonable efforts Premises and Project (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to deliver as "Landlord's Mortgagee"), and to increases, renewals, modifications, consolidations, replacements, and extensions of same. However, any Landlord's Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the case may be) to the Trustee Lease by delivering written notice of such subordination to Tenant. The provisions of this paragraph shall be self- operative, and no further instrument shall be required to effect such subordination; however, Tenant shall, from time to time, within ten days after written request to do so by Landlord, execute any instruments that may be required by any Landlord's Mortgagee to evidence the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days subordination of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect Lease to any such Mortgage or Mortgage AmendmentPrimary Lease. If Tenant fails to execute the same within such ten-day period, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which Landlord may be execute the same as attorney-in-fact for Tenant. Tenant shall attorn to any party succeeding to Landlord's interest in the title insurance company Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or companies insuring otherwise, provided that the mortgages securing successor agrees to assume the other First Priority Lien Obligations) insuring obligations and liabilities of Landlord, and upon such party's request, Tenant shall execute such agreements confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the lien part of each Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail to any Landlord's Mortgagee whose address has been previously given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations under the Lease. Notwithstanding any such attornment or subordination of a Mortgage or Mortgage AmendmentPrimary Lease to the Lease, as applicable, as a valid first priority Lien on such Real Property to Landlord's Mortgagee shall not be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free liable for any acts of any other Liensprevious landlord, except for Permitted Liens, together with such customary endorsementsshall not be obligated to install any Tenant improvements, and with respect shall not be bound by any amendment to which it did not consent in writing, nor to any such property located payment of rent made more than one month in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agentadvance.

Mortgages. The Issuer Borrower shall cause the applicable Pledged Collateral LLCs to execute and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable Trustee, not later than 90 days after the Issue Closing Date, but in any event within 120 days of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into Mortgages with respect to each Real Property real properties that also secures the other First Priority Lien Obligations, duly executed and delivered constitute Credit Tenant Lease Assets owned by the record owner of such Real Property sufficient to grant to the Pledged Collateral Agent, for its benefit and the benefit LLCs comprising not less than 50% of the Trustee and the holders Borrowing Base Value of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which all Mortgage or Mortgage Amendment, as applicable, may Eligible Assets; provided that (i) Mortgages shall not be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously required to be delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage-Exempt Asset, (ii) the Mortgaged Properties, at any time, shall be comprised of the highest ranked Mortgage-Eligible Assets from the Pledged Collateral List in effect at the time of the delivery of the Mortgage or in respect of each Mortgaged Property (it being understood that no Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously will be required to be delivered in connection with solely because of a re-ranking of the other First Priority Lien ObligationsListed Eligible Assets and/or the Pledged Collateral List), and (biii) each Mortgage required to be delivered pursuant to this Section 2.24 shall secure 50% of the undepreciated book value of the applicable Credit Tenant Lease Asset (reflecting any impairment taken by the applicable Collateral LLC but without adding back any depreciation before the most recent such impairment) at the time such Mortgage is entered in to. Following the date that is 90 days after the Closing Date, the Borrower shall cause Mortgages in compliance with this Section 2.24 to be delivered as necessary so that at all times the Mortgaged Properties shall comprise not less than 50% of the Borrowing Base Value of all Mortgage-Eligible Assets. Notwithstanding anything to the contrary in this Section 2.24, neither the Borrower nor any Grantor shall be required to deliver environmental reports, third-party reports, appraisals, surveys, title insurance policies policies, tract searches or title insurance date-down endorsements, as applicable, legal opinions in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien respect of each Mortgage any Mortgaged Property or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agentthereon.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, Each Mortgage (a)(i) counterparts of each Mortgage or an amendment to each existing other than a Mortgage granted by a U.K. Borrower or a U.K. Guarantor) is effective to the Collateral Agent (a “Mortgage Amendment”)create, as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner in favor of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee Secured Parties, legal, valid, perfected and enforceable First Priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the holders proceeds thereof, subject only to Permitted Liens, and when such Mortgages are filed in the offices specified on Schedule 8(a) to the applicable Perfection Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Section 5.11 and Section 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Section 5.11 and Section 5.12), the Mortgages shall constitute First Priority fully perfected Liens on, and security interests in, all right, title and interest of the Securities a valid first priority mortgage lien on such Real Property Loan Parties in the Mortgaged Properties and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicableproceeds thereof, in each case consistent prior and superior in form right to any other person, other than Permitted Liens. The Mortgages granted by the U.K. Borrower and substance with each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and enforceable Liens on all of each such documents as have been previously delivered Loan Party’s right, title and interest in connection and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the other Land Registry, the Mortgages shall constitute fully perfected First Priority Lien ObligationsLiens on, and (b) security interest in, all right, title insurance policies or title insurance date-down endorsements, as applicableand interest of the U.K. Borrower and each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case consistent prior and superior in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property right to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other LiensPerson, except for Permitted Liens, together with such customary endorsements, and other than with respect to any such property located the rights of Persons pursuant to Permitted Liens until terminated in a state in which a zoning endorsement is not available, a zoning compliance letter from accordance with the applicable municipality in a form acceptable to the Collateral Agentterms hereof.

Mortgages. The Issuer This Lease and the Subsidiary Guarantors Tenant's interest hereunder shall use commercially reasonable efforts to deliver to the Trustee have priority over, and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited senior to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each any Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or made by Landlord after the Issue Date as date of this Lease. However, if at any time or from time to time during the Term, a valid Lien on Mortgagee or prospective Mortgagee requests that this Lease be subject and subordinate to its Mortgage, this Lease and Tenant's interest hereunder shall be subject and subordinate to the applicable property described thereinlien of such Mortgage and to all renewals, free modifications, replacements consolidations and extensions thereof and to any and all advances made thereunder and the interest thereon. Tenant agrees that, within 10 days after receipt of a written request therefor from Landlord, it will, from time to time, execute and deliver any instrument or other document required by any such Mortgagee to subordinate this Lease and its interest in the Leased Premises to the lien of such Mortgage. If, at any time or from time to time during the Term, a Mortgagee of a Mortgage made prior to the date of this Lease shall request that this Lease have priority over the lien of such Mortgage, and if Landlord consents thereto, this Lease shall have priority over the lien of such Mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made thereunder and the interest thereon, and Tenant shall, within 10 days after receipt of a written request therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments confirming the priority of this Lease. In any event, however, if this Lease shall have priority over the lien of a Mortgage, this Lease shall not become subject or subordinate to the lien of any other Liens, except for Permitted Liens, together with such customary endorsementssubordinate Mortgage, and with respect to Tenant shall not execute any such property located in a state in which a zoning endorsement is not availablesubordination documents or instruments for any subordinate Mortgagee, a zoning compliance letter from without the applicable municipality in a form acceptable to written consent of the Collateral Agentprior Mortgagee.

Mortgages. The Issuer and At the Subsidiary Guarantors shall use commercially reasonable efforts to expense of the Borrower, deliver to the Trustee Administrative Agent deeds of trust, trust deeds, mortgages, leasehold mortgages and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days leasehold deeds of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be trust in form and substance acceptable reasonably satisfactory to the Collateral Administrative Agent (as amended, supplemented or otherwise modified from time to time in accordance with their terms, the "Mortgages") and covering (i) all of the owned real property of the Borrower and its Subsidiaries (the "Owned Real Property") on or prior to December 31, 2000, provided that such Mortgages will be delivered in the order of priority directed by the Administrative Agent in the exercise of its reasonable discretion, and at least 50% of the Mortgages covering the Owned Real Property will be delivered by November 15, 2000 with the remainder to be delivered by December 31, 2000, provided further that if, following the use of its reasonable best efforts, the Borrower fails to deliver Mortgages on no more than 5 of the Owned Real Properties by December 31, 2000, the Borrower shall have until January 31, 2001 for delivery of such Mortgages or such later date as the Administrative Agent may determine in the exercise of its reasonable discretion, and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicablethe leased properties that the Administrative Agent determines, in each case consistent in form and substance with such documents as have been previously delivered its reasonable judgment, to be necessary or desirable in connection with the other First Priority Lien ObligationsFacilities, together with, in the case of each of the Mortgages referenced in clauses (i) through (ii) above, the following additional documents (provided, however, that in lieu of the requirements of clauses (B) and (bC) title insurance policies or title insurance date-down endorsementsbelow, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with within 30 days of the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien delivery of each of the Mortgages referred to above, the Borrower and each other Loan Party providing a Mortgage or Mortgage Amendment, as applicable, as may deliver to the Administrative Agent a valid first certificate of the Secretary of the Borrower and such other Loan Parties setting forth the Liens which have priority Lien on such Real Property to be entered into on or after over the Issue Date as a valid Lien Liens in favor of the Lender Parties on the applicable property properties described thereinin the Mortgages):", free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agent.and

Mortgages. The Issuer and With respect to any real property (other than Non-Material Real Property) that is owned in fee simple by the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to Company or any Guarantor (collectively, the Trustee and “Premises”), the Collateral Agent as promptly as reasonably practicable after the Issue DateCompany or such Guarantor shall, but in any event within 120 90 days of the Issue Date, later of (a)(ix) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent Restatement Date and (a “Mortgage Amendment”)y) the acquisition thereof, as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant : (a) deliver to the Collateral Agent, as mortgagee, for its benefit and the benefit of the Trustee Holders, fully executed counterparts of Mortgages, duly executed by the Company or the applicable Guarantor, as the case may be, and the holders corresponding Uniform Commercial Code (or similar) fixture filings, together with evidence of the Securities completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages and corresponding Uniform Commercial Code (or similar) fixture filings as may be necessary to create a valid valid, perfected first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage AmendmentLien in favor of the Collateral Agent, as applicablesubject to Permitted Liens, may against the Premises purported to be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable covered thereby; (b) deliver to the Collateral Agent and Agent, (iii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) mortgagee’s title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent favor of the Collateral Agent in form and substance with such title insurance policies as have been previously delivered in connection with an amount equal to 100% of the other First Priority Lien Obligations, and paid for fair market value of the Premises purported to be covered by the Companyrelated Mortgages, issued by a nationally recognized title insurance company selected by the Company or the applicable Guarantor and reasonably satisfactory to the Representative and the Collateral Agent, insuring the Lien of each such Mortgage as a first priority Lien subject only to Permitted Liens, and such policies shall also include, to the extent available and issued at commercially reasonable rates, customary endorsements or such endorsements as the Collateral Agent may reasonably request (which may excluding endorsements related to mechanics lien coverage) and shall be accompanied by evidence of the same payment in full (or satisfactory arrangements for the payment in full) of all premiums thereon and (ii) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) in form and substance reasonably acceptable to the Company, the applicable Guarantor, the Collateral Agent and the Representative, as shall be reasonably required to induce the title insurer to issue the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, policies and endorsements referenced herein with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from each of the applicable municipality in a form acceptable to the Collateral Agent.Premises;

Mortgages. The Issuer Each of the Mortgages creates the Liens and/or assignments which it purports to create, and the Subsidiary Guarantors shall use commercially reasonable efforts Mortgages and financing statements under the UCC in respect of the Mortgages have been duly filed and recorded in such manner and in such places as are required by applicable law in order to deliver to create, preserve and protect the Trustee respective Liens thereof on the Collateral Properties and the Collateral Agent as promptly as reasonably practicable after assignment thereunder of any leases and rents, and to perfect the Issue Date, but security interests created thereby in any event within 120 days all of the Issue DateCollateral Properties as to which a security interest may be perfected by the filing of a financial statement under the UCC, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to and all taxes, fees and other governmental charges due in connection with such recordings and filings have been paid; the Mortgages constitute valid, binding and enforceable first priority mortgage Liens on the Collateral Agent (a “Properties constituting real property in favor of the Lender, subject only to Liens for real estate taxes and assessment not yet delinquent and other Liens expressly permitted by the respective Mortgages; the Mortgages create valid, binding and enforceable first priority security interests in and Liens on the Collateral Properties in the nature of the fixtures and personalty that can be encumbered by the Mortgage Amendment”)and, as applicable, to be entered into with respect to each Real Property that also secures all Collateral Properties in the other First Priority Lien Obligations, duly executed and delivered nature of personal property as to which a security interest may be perfected by the record owner filing of a financing statement under the UCC, a perfected security interest in all such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicableProperties, in each case consistent in form and substance with such documents as have been previously delivered in connection with a favor of the other First Priority Lien ObligationsLender, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for subject only to Liens expressly permitted by the Companyrespective Mortgages; and each Assignment creates a valid, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid binding and enforceable first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid assignment of and Lien on the applicable property described thereinrents, free incomes, agreements and leases referred to therein in favor of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral AgentLender.

Mortgages. The Issuer In addition to the security interests created under Articles III and IV, the Subsidiary Guarantors parties acknowledge that each Grantor shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Datepracticable, but in any event within 120 days from the date of the Issue DateIndenture, (a)(ia) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures identified in Schedule V owned by a Grantor, which Real Property is currently subject to a Mortgage in favor of the other First Priority Lien Obligationssecured parties under the Security Agreement, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit property and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicableproperty, in each case consistent in form and substance with such documents as have been previously delivered in connection with to the other First Priority Lien ObligationsTerm Facility Administrative Agent and the Revolving Facility Administrative Agent, and (b) a policy, policies or pro forma policy or policies or marked up unconditional binder(s) of title insurance policies or title insurance date-down endorsementsforeign equivalent thereof (if any and if available), as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company insuring the lien of each mortgage (which may be the same as the title insurance company or companies insuring the mortgages securing Mortgages in favor of the other First Priority Lien Obligationssecured parties under the Security Agreement) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date date hereof as a valid Lien lien on the applicable property described therein, free of any other Liensliens, except for Permitted LiensLiens and liens arising by operation of law, together with such customary endorsementsendorsements (including zoning endorsements where reasonably appropriate and available), and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form consistent with that previously delivered to the Term Facility Administrative Agent and Revolving Facility Administrative Agent or such other form as is customary for such municipality (it being understood that (x) no new or updated surveys shall be required to be delivered in connection with the delivery of any title insurance policies and (y) the last survey or update delivered or certified to the Term Facility Administrative Agent and Revolving Facility Administrative Agent shall be acceptable to the Collateral AgentAgent together with an affidavit from the property owner (if required by the title company) stating there have been no substantial changes materially affecting the use of the property in the business since the date of such last survey or update, so long as the same is sufficient for the title insurance company to remove the so-called standard survey exception and issue all survey-related endorsements to the title insurance policies described in clause (b) of this sentence, in substantially the same manner and to substantially the same extent as the title company has previously insured such persons).

Mortgages. The Issuer and (x) within thirty (30) days following the Subsidiary Guarantors date hereof, the Company shall use commercially reasonable efforts cause to deliver to be filed of record, in the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(i) counterparts applicable real property records of each Mortgage jurisdiction in which the Oil and Gas Properties are located, a fee or an amendment leasehold mortgage, deed of trust or deed to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”)secure debt, as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed in form and delivered by the record owner of such Real Property sufficient to grant substance reasonably satisfactory to the Collateral Agent, in favor of the Collateral Agent for its benefit and the benefit of the Trustee Buyers, securing the Notes and the holders covering all of the Securities Oil and Gas Properties (each, a valid first priority mortgage lien on "Mortgage" and together with the Security Agreement, the Pledge Agreement, the Guaranty Agreement, the EBOF Note, the Assignment Documents and such Real Property other security documents evidencing the Collateral Agent's security interest in the Oil and otherwise suitable for recording or Gas Properties, the "Security Documents"); (y) within sixty (60) days following the date hereof, the Company shall furnish title opinions, dated and reflecting the state of title as of a date no earlier than the date of filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing of the other First Priority Lien Obligations previously delivered and shall otherwise be applicable Mortgages in form and substance acceptable and issued by counsel reasonably satisfactory to the Collateral Agent, confirming to Collateral Agent's reasonable satisfaction that (A) the Company has good and defensible title to the quantity of interest represented herein in and to all of the Oil and Gas Properties, and (B) all of such Company's interest in all of the Oil and Gas Properties is subject to a valid, perfected and enforceable Mortgage lien in favor of the Collateral Agent subject only to Permitted Liens (as defined in the Notes); and (z) upon request the Company will provide to the Collateral Agent copies from its files of all contracts and (ii) documents affecting the Oil and Gas Properties, and at the Collateral Agent's option, upon reasonable notice and during normal business hours, the Company shall make its files and personnel available in the Company's offices and otherwise cooperate with the Collateral Agent in the title verification and due diligence program to be conducted by the Collateral Agent, which shall be at the Company's expense, to confirm the ownership and value of the Oil and Gas Properties. The title opinions provided by the Company may be based on such records and such other documents includingprior title certificates, but abstracts, runsheets, title policy plant records and opinions as are customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties. Without limiting the generality of the foregoing, subject to the approval of local Oklahoma and Kansas counsel appointed by the Collateral Agent, which approval shall not limited tobe unreasonably withheld and shall be consistent with what is customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties, any consents, agreements and confirmations of third parties with respect to those Oil and Gas Properties now owned by the Company an update through the date of the recordation of the applicable Mortgages of the title opinions previously obtained by the Company with respect to such properties, shall satisfy the requirements of this subsection. As used here, "Oil and Gas Properties" means Hydrocarbon Interests; the personal property and/or real property now or hereafter pooled or unitized with Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any such Mortgage Governmental Authority having jurisdiction) which may affect all or Mortgage Amendmentany portion of the Hydrocarbon Interests; all pipelines, as applicablegathering lines, compression facilities, tanks and processing plants; all oil xxxxx, gas xxxxx, water xxxxx, injection xxxxx, platforms, spars or other offshore facilities, casings, rods, tubing, pumping units and engines, Christmas trees, derricks, separators, gun barrels, flow lines, gas systems (for gathering, treating and compression), and water systems (for treating, disposal and injection); all interests held in each case consistent royalty trusts whether presently existing or hereafter created; all Hydrocarbons in form and substance with such documents as have been previously delivered under and which may be produced, saved, processed or attributable to the Hydrocarbon Interests, the lands covered thereby and all Hydrocarbons in pipelines, gathering lines, tanks and processing plants and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; all tenements, hereditaments, appurtenances and personal property and/or real property in any way appertaining, belonging, affixed or incidental to the Hydrocarbon Interests, and all rights, titles, interests and estates described or referred to above, including any and all real property, now owned or hereafter acquired, used or held for use in connection with the operating, working or development of any of such Hydrocarbon Interests or personal property and/or real property and including any and all surface leases, rights-of-way, easements and servitude together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing; all Hydrocarbon leasehold, fee and term interests, all overriding royalty interests, mineral interests, royalty interests, net profits interests, net revenue interests, oil and gas payments, production payments, carried interests, leases, subleases, farmouts and any and all other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, interests in Hydrocarbons; in each case consistent whether now owned or hereafter acquired directly or indirectly. As used herein, "Hydrocarbon Interests" means all rights, titles, interests and estates now owned or hereafter acquired in form and substance with such title insurance policies as have been previously delivered in connection with the to Hydrocarbon leases, Hydrocarbon or mineral fee or lease interests, farm-ins, overriding royalty and royalty interests, net profit interests, oil payments, production payment interests and similar mineral interests, including any reserved or residual interest of whatever nature. "Hydrocarbons" means oil, gas, coal seam gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, all products refined, separated, settled and dehydrated therefrom and all products refined therefrom, including, without limitation, kerosene, liquefied petroleum gas, refined lubricating oils, diesel fuel, drip gasoline, natural gasoline, helium, sulfur and all other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company gaseous or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agentliquid minerals.

Mortgages. The Issuer In addition to the security interests created under Articles III and IV, the Subsidiary Guarantors parties acknowledge that each Grantor shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Datehereof, but in any event within 120 days of the Issue Datedate hereof (subject to extension in the sole discretion of the Collateral Agent), (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures real property owned by each Grantor which real property is, as of such date, subject to a mortgage in favor of the other First Priority Lien ObligationsTerm Loan Secured Parties and Revolving Facility Secured Parties, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit property and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicableproperty, in each case to the extent and consistent in form and substance with such documents as have been previously delivered in connection with to the other First Priority Lien Obligations, Term Facility Administrative Agent and the Revolving Facility Administrative Agent; and (b) a policy, policies or pro forma policy or policies or marked up unconditional binder(s) of title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company insuring the Lien of each Mortgage (which may be the same as the title insurance company or companies insuring the mortgages securing in favor of the other First Priority Lien ObligationsTerm Loan Secured Parties and Revolving Facility Secured Parties) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date date hereof as a valid Lien on the applicable property described therein, free of any other Liens, Liens except for Permitted LiensLiens and Liens arising by operation of law, together with such customary endorsementsendorsements (including zoning endorsements where reasonably appropriate and available), and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form consistent with that previously delivered to the Term Facility Administrative Agent and Revolving Facility Administrative Agent or such other form as is customary for such municipality, or a zoning report from a nationally recognized zoning reporting service (it being understood that (x) no new or updated surveys and no survey for any property for which a survey has not previously been delivered to the Term Facility Administrative Agent and Revolving Facility Administrative Agent shall be required to be delivered in connection with the delivery of any title insurance policies and (y) the last survey or update delivered or certified to the Term Facility Administrative Agent and Revolving Facility Administrative Agent shall be acceptable to the Collateral AgentAgent together with an affidavit from the property owner (if required by the title company) stating there have been no substantial changes materially affecting the use of the property in the business since the date of such last survey or update, so long as the same is sufficient for the title insurance company to remove the so-called standard survey exception and issue all survey-related endorsements to the title insurance policies described in clause (b) of this sentence (except where no survey has previously been delivered as noted above), in substantially the same manner and to substantially the same extent as the title company has previously insured such Persons).

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 Within 30 days of the Issue DateClosing Date (i) Borrowers shall execute and deliver, (a)(i) counterparts of each Mortgage or an amendment cause to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicablebe executed and delivered, to be entered into with respect to each Real Property that also secures the Lender, Mortgages in recordable form and such other First Priority Lien Obligationsagreements, duly executed instruments and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agentdocuments as Lender may require, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be all in form and substance acceptable satisfactory to Lender, covering the Collateral Agent Mortgaged Properties and (ii) opinions Borrowers shall deliver to Lender, an ALTA lender's title insurance policy or other form of policy satisfactory to Lender (``Lender's Policy'') issued by a company or companies satisfactory to Lender, in an amount satisfactory to Lender, with all premiums paid thereon, and which shall insure that (x) the Obligations are secured by a valid first Lien on the Mortgaged Property subject only to the title exceptions approved by Lender, and (y) Borrowers are current in the payment of all applicable state and local taxes, charges and assessments affecting the Mortgaged Property. The Lender's Policy shall contain, to the extent available, (a) a comprehensive lender's endorsement, (b) a broad form zoning endorsement, including parking, (c) a survey accuracy endorsement, (d) a usury endorsement, (e) appropriate encroachment endorsements, (f) a tie-in endorsement, (g) a last-dollar endorsement, (h) a variable rate endorsement, (i) a revolving loan endorsement, and (j) such other documents includingendorsements as Lender may deem necessary or advisable, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent all in form and substance with such documents as have been previously delivered satisfactory to Lender. No title indemnities shall be established in connection with the other First Priority Lien Obligationsissuance of the Lender's Policy. Concurrently with the delivery of the Mortgage on any Mortgaged Property, Lender shall have received evidence satisfactory to it as to whether (i) such Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a ``Flood Hazard Property'') and (bii) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state community in which a zoning endorsement such Flood Hazard Property is not availablelocated is participating in the National Flood Insurance Program; and, a zoning compliance letter if such Mortgaged Property contains any Flood Hazard Property, Lender shall have received Borrower's written acknowledgement of receipt of written notification from the applicable municipality in a form acceptable Lender (x) as to the Collateral Agentexistence of such Flood Hazard Property and (y) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program.

Mortgages. The Issuer At all times on and after November 21, 2008, the Subsidiary Guarantors Company shall use commercially reasonable efforts have, and shall have caused its Subsidiaries to deliver to the Trustee have, executed and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted delivered to the Collateral Agent and the holders of the Notes such mortgages and leasehold mortgages in favor of the Collateral Agent for the benefit of the Bank and the holders of the Notes securing the Senior Indebtedness (a as defined in the Intercreditor Agreement) (the “Mortgage AmendmentMortgages”), each in form and substance satisfactory to the Required Holders, so that substantially all (or such lesser amount as applicableis consistent with Prudential Capital Group’s reasonable practices for similar transactions under similar circumstances) of the real property owned or leased by the Company or its Subsidiaries shall be subject to a Mortgage, each duly filed and recorded in all such places so as to perfect the liens intended to be entered into with created thereby. With respect to the real estate subject to each Real Property that also secures Mortgage, the other First Priority Lien ObligationsCompany shall have delivered to the Collateral Agent and the holders of the Notes, duly executed and at or before the time such Mortgage is delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit (a) from a title company acceptable to the Required Holders, a prepaid mortgagee title insurance policy in form acceptable to the Required Holders, in an amount at least equal to the estimated fair market value of such real estate and the benefit improvements thereon, insuring the lien of such mortgage with respect to such real estate as a valid, prior lien on such real estate subject only to such exceptions as shall be approved by the Trustee Required Holders and containing such endorsements as may be required by the Required Holders, (b) an ALTA/ACSM Land Title Survey with respect to such real estate, dated (or updated and recertified) as of a recent date, certified to the holders of the Securities Notes by a valid first priority mortgage lien on land surveyor licensed in the jurisdiction in which such Real Property real estate is located, and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable satisfactory to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien ObligationsRequired Holders, and (bc) title insurance policies or title insurance date-down endorsementsa Phase 1 environmental assessment, and such additional environmental assessments and reports as applicablethe Required Holders may request, in satisfactory to the Required Holders, and each case consistent in form and substance with such title insurance policies as have been previously delivered in connection holder of the Notes shall be satisfied with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien environmental condition of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agentreal estate.”

Mortgages. The Issuer On the Effective Date, each Credit Party that owns a Real Property listed on Schedule 6.13 shall have duly authorized, executed and the Subsidiary Guarantors delivered a Mortgage over such Real Property, which shall use commercially reasonable efforts to deliver be in full force and effect, and shall have delivered evidence satisfactory to the Trustee Administrative Agent and the Collateral Agent as promptly as reasonably practicable after that each such Mortgage is a valid and enforceable perfected security interest in and mortgage lien on the Issue Date, but respective Mortgaged Property in any event within 120 days favor of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), or such other trustee as applicable, to may be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, required or desired under local law) for its benefit and the benefit of the Trustee Secured Creditors, superior and prior to the holders rights of all third Persons (except that the Securities a valid first priority security interest and mortgage lien created on such Real Mortgaged Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens. In connection with the delivery of each such Mortgage, US Company will, and will cause each other Credit Party to, in each case unless waived by the Administrative Agent, deliver (i) a form consistent with such mortgages securing Mortgage Policy issued by a title insurer reasonably satisfactory to the other First Priority Lien Obligations previously delivered and shall otherwise be Administrative Agent, in form and substance and in an amount reasonably satisfactory to the Administrative Agent and Collateral Agent insuring that the Mortgage is a valid and enforceable First Priority Lien on the respective property other than Permitted Encumbrances, (ii) a then current A.L.T.A. survey, certified to the Administrative Agent and the Collateral Agent by a licensed surveyor sufficient to allow the issuer of the Mortgage Policy to issue such Mortgage Policy without a survey exception, (iii) environmental due diligence reasonably acceptable to the Administrative Agent and Collateral Agent, in form and substance satisfactory to the Administrative Agent and Collateral Agent and (iiiv) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality certificate in a form reasonably acceptable to the Collateral AgentAdministrative Agent indicating that the property is not in a flood zone, or if the property is in a flood zone, deliver appropriate insurance reasonably acceptable to the Administrative Agent has not been obtained.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue DateDate (subject to extension in the sole discretion of the Trustee), (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each ) on such Real Property that also secures subject as of the other First Priority Lien ObligationsIssue Date to a Mortgage granted to the Collateral Agent, duly executed and delivered by the record owner of such Real Property and the Collateral Agent sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities Second Priority Notes a valid first second priority mortgage lien on such Real Property and otherwise suitable for recording or filing filing, which Mortgage or Mortgage Amendment, as applicable, Amendment may be in a form consistent with such mortgages securing the other First Priority Lien Obligations Mortgage amendments previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage Amendment, in each case to the extent and consistent in form and substance with such documents as have been previously delivered to the Collateral Agent and (b) date-down endorsements to the title insurance policies previously delivered to the Collateral Agent (or in case of any Real Property located in Texas that is subject to a Mortgage Amendment, as applicablea title search together with a T-38 endorsement, or to the extent not available, a new title insurance policy), in each case consistent in form and substance with such documents as have been previously delivered in connection with to the other First Priority Lien Obligations, and (b) Collateral Agent and/or the title insurance policies company (specifically excluding any new or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligationsupdated survey), and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing Mortgages in favor of the other First Priority Lien ObligationsCollateral Agent) insuring the lien of each Mortgage or Mortgage Amendment, as applicableamended Mortgage, as a valid first priority Lien lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agent.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable Promptly after the Issue Dateacquisition of any real property by any Loan Party, but in any event within 120 days of such Loan Party will furnish the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and Lenders, with a Mortgage covering each parcel of real property acquired by such Loan Party (the holders “Mortgaged Property”), together with an ALTA extended coverage lender’s policy of title insurance in a policy amount equal to one hundred percent (100%) of the Securities greater of (x) the purchase price of such acquired property (including any liabilities assumed in connection with the acquisition) or (y) the fair market value of such property, insuring such Mortgage as a valid valid, enforceable first priority mortgage lien Lien on the Loan Party’s interest in the Mortgaged Property covered thereby, subject only to Permitted Liens and to such Real other exceptions as are reasonably satisfactory to the Agent, together with an ALTA survey with respect to each parcel of the Mortgaged Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendmentacquired, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance reasonably satisfactory to the Agent, and legible copies of all documents affecting title, which shall show all recording information. The policy, including each of the exceptions to coverage contained therein, shall be subject to the approval of the Agent, and shall be issued by a title company acceptable to the Collateral Agent Agent. Attached to the policy shall be any and all endorsements reasonably required by the Agent, including (iia) opinions a comprehensive endorsement (ALTA 100 or equivalent) covering restrictions and such other documents includingmatters, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsementsa broad form zoning endorsement, as applicablewhich specifically ensures that applicable parking requirements, in each case consistent in form and substance with such title insurance policies as if any, have been previously delivered in connection with the other First Priority Lien Obligationssatisfied, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligationsc) insuring an endorsement ensuring that the lien of each Mortgage is valid against any applicable usury laws or Mortgage Amendmentother laws prohibiting the charging of interest on interest in the state(s) where such Mortgaged Property is located, as applicable(d) an endorsement ensuring that the Mortgaged Property has access to a dedicated public street, as (e) a valid first priority Lien on Revolving Loan endorsement (if available in such Real Property to be entered into on or after state), (f) a contiguity endorsement, (g) a survey and “same as” endorsement and (h) an endorsement deleting the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agentso-called “doing business” exclusion.

Mortgages. The Issuer and the Subsidiary Guarantors shall Company will use its commercially reasonable efforts to complete or cause to be completed on or prior to the Issue Date all filings and other similar actions required or desirable on its part in connection with the creation, perfection, protection and/or reaffirmation of such security interests in favor of the Notes and the Guarantees. In the case of material real property that will secure the Notes Obligations and constitute Collateral (each, a “Mortgaged Property”), the Company or the applicable Grantor shall deliver to the Trustee applicable Notes Collateral Agent, within 180 days after the Issue Date (or such later date that the Company delivers executed mortgage amendments and related deliverables required pursuant to the Collateral Agent as amendment to the Credit Facilities to be entered into in connection the Transactions): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly as reasonably practicable after following the Issue Date, but in any event within 120 days of the Issue Dateplace necessary, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording Indenture Secured Parties; (C) American Land Title Association or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided that, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent and (ii) opinions and if such other documents includingare in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, but not limited to, any consents, agreements and confirmations of third parties with respect each Mortgage will cease to any secure the Notes Obligations if the real property subject to such Mortgage or Mortgage Amendmentno longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with at the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by written request of the Company, issued by a nationally recognized title insurance company (which may be and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the same as Security Documents and the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable Intercreditor Agreement to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral AgentAgent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer required.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Escrow Release Date, but in any event within 120 days of the Issue Escrow Release Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicableMortgage, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicablepolicies, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicableMortgage, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Escrow Release Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agent.

Mortgages. The Issuer With respect to each Existing Owned Property, ADR or the SRI Real Estate Assets Holder, as the case may be, shall have, within ninety (90) days of Closing, executed and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver delivered to the Trustee and Trustee, for the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days benefit of the Issue DateSecured Parties, a Mortgage in a form suitable for recordation under applicable law (a)(iincluding an Assignment of Rents) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real such Existing Owned Property that also secures the other First Priority Lien Obligations, duly executed and delivered to be held in escrow by the record owner Trustee or its agent and recorded by the Trustee or its agent solely upon the occurrence of such a Mortgage Recordation Event. With respect to each New Owned Property, ADR or the SRI Real Property sufficient to grant Estate Assets Holder, as the case may be, shall execute and deliver promptly to the Collateral AgentTrustee, for its benefit and the benefit of the Trustee and the holders Secured Parties, a Mortgage (which shall include an Assignment of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties Rents with respect to any lease of such Mortgage New Owned Property whether pursuant to a Company-owned Drive-In Master Lease, a Post-Securitization Franchise Drive-In Lease or Mortgage Amendment, as applicable, in otherwise) with respect to each case consistent in form and substance with such documents as have been previously delivered in connection with New Owned Property upon the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with purchase of such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real New Owned Property to be entered into on held in escrow by the Trustee or after its agent and recorded by the Issue Date Trustee or its agent solely upon the occurrence of a Mortgage Recordation Event. In connection with any Company-owned Drive-In Master Lease or any Post-Securitization Franchise Drive-In Lease, upon the request of ADR or the SRI Real Estate Assets Holder, as a valid Lien on the applicable property described thereincase may be, free prior to the recording of any other Liensmortgage following the occurrence of a Mortgage Recordation Event, except for Permitted Liensthe Trustee will enter into a Subordination, together Nondisturbance and Attornment Agreement with such customary endorsementsADR or the SRI Real Estate Assets Holder, as the case may be, and with respect the tenant of such Company-owned Drive-In Master Lease or Post- Securitization Franchise Drive-In Lease, in the form attached as Exhibit F, so long as such Subordination, Non-Disturbance and Attornment Agreement does not impose or purport to impose obligations or liabilities upon the Trustee or the Secured Parties. Upon the request of ADR or the SRI Real Estate Assets Holder, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Owned Property; provided that if such property located in a state in which a zoning endorsement is closing shall not availableoccur, a zoning compliance letter from such release of mortgage shall be returned by the applicable municipality in a form acceptable escrow agent directly to the Collateral AgentTrustee.

Mortgages. The Issuer Loans will be secured by the Deed of Trust executed by the Borrower in favor of the Lender creating a first priority pari passu Lien on the Las Vegas Showboat (including, without limitation, the fee and leasehold interests as well as interests in all furniture, furnishings, fixtures, equipment and other personal property, which are not subject to any Lien permitted to be granted under Section 6.05 hereof in favor of any third party lender providing financing for the acquisition or the lease thereof). The obligations of ACSI hereunder will be secured by its Mortgage and the Subsidiary Guarantors Assignment of Leases and Rents executed by ACSI in favor of the Lender creating a first priority pari passu Lien on the Atlantic City Showboat (including, without limitation, its fee and leasehold interests as well as interests in all furniture, furnishings, fixtures, equipment and other personal property, which are not subject to any Lien permitted to be granted under Section 6.05 hereof in favor of any third party lender providing financing for the acquisition or the lease thereof). The Lender shall use commercially reasonable efforts receive evidence reasonably satisfactory to deliver it that the Borrower and ACSI have sufficient right, title and interest to mortgage the real property interests covered under the Mortgages and that all security and mortgage documents necessary to provide the Lender with valid first mortgage liens on the real property interest described in the Mortgages (in pari passu with the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording Bonds subject to Permitted Liens) have been filed and/or recorded or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and Lender (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations or to the duly authorized agent of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring issuing the mortgages securing mortgage title insurance policies in favor of the other First Priority Lien ObligationsLender) insuring in form satisfactory for filing. Lender shall have further received an assignment of rents and leases as to each of the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property mortgaged properties in the form agreed to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, by Lender and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral AgentBorrower.

Mortgages. The Issuer and the Subsidiary Guarantors Lender shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, have received (a)(ii) counterparts of each a Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Mortgaged Property that also secures the other First Priority Lien Obligations, duly executed and delivered by signed on behalf of the record owner of such Real Property sufficient to grant to the Collateral AgentMortgaged Property, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations a policy or policies of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies company, insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each such Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property Mortgaged Property described therein, free of any other LiensLiens except as permitted by Section 7.02, except for Permitted Liensin form and substance reasonably acceptable to the Lender, together with such customary endorsements, coinsurance and reinsurance as the Lender may reasonably request, (iii) such surveys as may be required pursuant to such Mortgages or as the Lender may reasonably request, (iv) a copy of the original permanent certificate or temporary certificate of occupancy as the same may have been amended or issued from time to time, covering each improvement located upon the Mortgaged Properties, that were required to have been issued by the appropriate Governmental Authority for such improvement, (v) written confirmation from the applicable zoning commission or other appropriate Governmental Authority stating that, with respect to any each Mortgaged Property as built, it complies with existing land use and zoning ordinances, regulations and restrictions applicable to such property located in Mortgaged Property, (vi) a state in which a zoning endorsement is not availablePhase I environmental report for each Mortgaged Property, a zoning compliance letter from the applicable municipality in a form acceptable each such report to be satisfactory to the Collateral AgentLender, (vii) such opinions of local counsel to the Borrower with respect to the Mortgages as the Lender shall reasonably require and (viii) such other customary documentation with respect to the Mortgages and the Mortgaged Property as the Lender may reasonably request.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Escrow Release Date, but in any event within 120 days of the Issue Escrow Release Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each ) on such Real Property currently subject to a Mortgage granted to the Collateral Agent, and that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property and the Collateral Agent sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first second priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, Amendment may be in a form consistent with such mortgages securing the other First Priority Lien Obligations Mortgage amendments previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage Amendment, in each case to the extent and consistent in form and substance with such documents as have been previously delivered to the Collateral Agent and (b) date-down endorsements to the title insurance policies previously delivered to the Collateral Agent (or in case of any Real Property located in Texas that is subject to a Mortgage Amendment, as applicablea title search together with a T-38 endorsement, or to the extent not available, a new title insurance policy), in each case consistent in form and substance with such documents as have been previously delivered in connection with to the other First Priority Lien Obligations, and (b) Collateral Agent and/or the title insurance policies company (specifically excluding any new or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligationsupdated survey), and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing Mortgages in favor of the other First Priority Lien ObligationsCollateral Agent) insuring the lien of each Mortgage or Mortgage Amendment, as applicableamended Mortgage, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Escrow Release Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agent.

Mortgages. The Issuer As soon as available and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 60 days of the Issue Datedate hereof, provide to the Administrative Agent deeds of trust, trust deeds and mortgages in substantially the form of Exhibit F hereto and covering the properties (a)(iother than the Excluded Real Property) listed on Schedules 4.01(v) hereto (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 5.01(j), in each case as amended, the "Mortgages"), duly executed by the appropriate Loan Party, together with: evidence that counterparts of each Mortgage the Mortgages have been duly recorded in all filing or an amendment recording offices that the Administrative Agent may deem necessary or desirable in order to each existing Mortgage granted to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee Secured Parties and that all filing and recording taxes and fees have been paid, fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which "Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be Policies") in form and substance substance, with endorsements and in amount acceptable to the Collateral Agent Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (ii) opinions and such other documents including, but not limited to, any consentsmechanics' and materialmen's Liens) and encumbrances, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligationsexcepting only Permitted Encumbrances, and providing for such other affirmative insurance (bincluding endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) title and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, the Assignments of Leases and Rents referred to in the Mortgages, duly executed by the appropriate Loan Party, evidence of the insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with required by the other First Priority Lien Obligationsterms of the Mortgages, and paid for by evidence that all other action that the Company, issued by a nationally recognized title insurance company (which Administrative Agent may be the same as the title insurance company deem necessary or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a desirable in order to create valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien and subsisting Liens on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral AgentMortgages has been taken.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, Each Mortgage (a)(i) counterparts of each Mortgage or an amendment to each existing other than a Mortgage granted by a U.K. Guarantor) is effective to the Collateral Agent (a “Mortgage Amendment”)create, as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner in favor of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee Secured Parties, legal, valid, perfected and enforceable First Priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the holders proceeds thereof, subject only to Permitted Liens, and when such Mortgages are filed in the offices specified on Schedule 8(a) to the applicable Perfection Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute First Priority fully perfected Liens on, and security interests in, all right, title and interest of the Securities a valid first priority mortgage lien on such Real Property Loan Parties in the 120 Mortgaged Properties and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicableproceeds thereof, in each case consistent prior and superior in form right to any other person, other than Permitted Liens. The Mortgages granted by each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and substance with enforceable Liens on all of each such documents as have been previously delivered Loan Party’s right, title and interest in connection and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the other Land Registry, the Mortgages shall constitute fully perfected First Priority Lien ObligationsLiens on, and (b) security interest in, all right, title insurance policies or title insurance date-down endorsements, as applicableand interest of each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case consistent prior and superior in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property right to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other LiensPerson, except for Permitted Liens, together with such customary endorsements, and other than with respect to any such property located the rights of Persons pursuant to Permitted Liens until terminated in a state in which a zoning endorsement is not available, a zoning compliance letter from accordance with the applicable municipality in a form acceptable to the Collateral Agentterms hereof.

Mortgages. The Issuer Agent shall have received the fully executed and notarized Mortgages for each of the Subsidiary Guarantors real property assets designated on Schedule 1 (the Mortgaged Property) attached hereto and incorporated herein by reference, each such Mortgage being substantially in the form of the corresponding mortgage or deed of trust form for the respective State as contained in Exhibit A to this Agreement. Each such Mortgage shall use commercially reasonable efforts to deliver grant and convey to the Trustee and Agent for the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days benefit of the Issue Date, Lenders (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, a trustee for its benefit and the benefit of the Trustee Agent and the holders of the Securities Lenders) a valid first priority mortgage lien on such Real the corresponding Mortgaged Property and otherwise suitable for recording shall be in recordable form, subject only to (a) Liens securing taxes, assessments, and other governmental charges or filing levies (excluding any Lien imposed pursuant to any of the provisions of ERISA) which Mortgage are not yet due and payable; (b) Liens or Mortgage Amendmentclaims of materialmen and mechanics, incurred in the ordinary course of the Credit Parties business, payment of which is not yet due; (c) Liens constituting encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of the Mortgaged Property, which do not materially detract from the value of such Mortgaged Property as applicableused by any of the Credit Parties or impair the use thereof in the business of any of the Credit Parties; and (d) such other Liens as shall be reasonably acceptable to the Agent and the Majority Lenders. With respect to any Mortgaged Property that is a leasehold estate, unless in any such case the Credit Parties are unable after good faith efforts to obtain the same, the Agent shall have received (a) such estoppel letters, consents, and waivers from the landlords on such real property as may be in a form consistent with such mortgages securing reasonably required by the other First Priority Lien Obligations previously delivered and Agent, which estoppel letters shall otherwise be in form and substance acceptable reasonably satisfactory to the Collateral Agent and (iib) opinions and such other documents includingevidence that the applicable lease, but not limited to, any consents, agreements and confirmations a memorandum of third parties lease with respect to any thereto, or other evidence of such Mortgage or Mortgage Amendment, as applicable, in each case consistent lease in form and substance with such documents as have reasonably satisfactory to the Agent has been previously delivered recorded in connection with all places to the other First Priority Lien Obligations, and (b) title insurance policies extent necessary or title insurance date-down endorsements, as applicabledesirable, in each case consistent in form and substance with the reasonable judgment of the Agent, so as to enable the Mortgage encumbering such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as leasehold interest to create a valid and enforceable first priority Lien lien on such Real Property to be entered into on or after leasehold interest in favor of the Issue Date as a valid Lien on Agent for the applicable property described therein, free benefit of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral AgentLenders.

Mortgages. The Issuer and On the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Initial Borrowing Date, but in any event within 120 days of the Issue DateBorrower will, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted will cause its respective Subsidiary to, deliver to the Collateral Agent (i) fully executed counterparts of deeds of trust, mortgages and similar documents in each case in form and substance satisfactory to the Collateral Agent (each a “Mortgage Amendment”)"Mortgage" and, as applicablecollectively, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations"Mortgages") covering all of the Mortgaged Properties, duly executed and delivered by the record owner counterparts of such Real Property sufficient Mortgages shall have been duly recorded in all places to grant to the extent necessary or, in the judgment of the Collateral Agent, desirable, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desirable under local law) for its benefit and the benefit of the Trustee Banks, (ii) mortgage title insurance policies issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the holders Collateral Agent that the Mortgages in respect of the Securities a Mortgaged Properties are valid and enforceable first priority mortgage lien Liens on the respective Mortgaged Properties free and clear of all defects and encumbrances except Permitted Encumbrances, and such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and Policies shall otherwise be in form and substance acceptable reasonably satisfactory to the Collateral Agent and shall include an endorsement, and for mechanic liens and for any other manner that the Collateral Agent in its discretion may reasonably request and (iiiii) such opinions and of counsel as the Collateral Agent may reasonably request in connection with such other documents includingMortgages, but not limited to, any consents, agreements and confirmations which opinions of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent counsel shall be in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable satisfactory to the Collateral Agent.

Mortgages. The Issuer In the event that the Loan Parties have not completed the Disposition of the Specified Real Estate by September 30, 2020Upon Collateral Agent’s request, the Loan Parties shall promptly execute, or cause to be executed, and delivered a Mortgage pursuant to which the Subsidiary Guarantors applicable Loan Party shall use commercially reasonable efforts to deliver grant firstsecond priority (subject only to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(iTerm Loan Agent’s Liens) counterparts of each Mortgage or an amendment to each existing Mortgage granted Liens to the Collateral Agent (a “Mortgage Amendment”)Agent, as applicablefor the benefit of the Secured Parties, in the Specified Real EstateProperty now or hereafter owned by each Loan Party, and each of the other Mortgaged Property Support Documents, which Mortgages and other Mortgaged Property Support Documents shall not be required to be entered into with respect delivered prior to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered date required by the record owner last sentence of this clause (d). If any Loan Party shall acquire at any time or times hereafter any fee simple interest in other Real Property, such Real Property sufficient Loan Party agrees promptly to grant execute and deliver to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage AmendmentLenders, as applicableadditional security and Collateral for the Obligations, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be Mortgage in form and substance acceptable reasonably satisfactory to the Collateral Agent and covering such Real Property. All Mortgages shall be duly recorded (iiat Borrower’s expense) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with office where such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property recording is required to be entered into on or after the Issue Date as constitute a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with Real Property covered thereby. In respect to any such property located in a state in which a zoning endorsement is not availableMortgage, a zoning compliance letter from the applicable municipality in a form acceptable Loan Parties shall deliver to Collateral Agent, at Borrowers’ expense, all Mortgaged Property Support Documents. Without limiting the foregoing, no Real Property shall be Mortgaged Property or otherwise be taken as Collateral unless Lenders receive forty-five (45) days advance notice and each Lender confirms to the Collateral AgentAdministrative Agent that it has completed all flood due diligence, received copies of all flood insurance documentation and confirmed flood insurance compliance as required by the Flood Laws or as otherwise satisfactory to such Lender.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable,, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agent.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts Subject to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue DateSection 5.15, but in any event within 120 days of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing (other than a Mortgage granted by a U.K. Guarantor) is effective to the Collateral Agent (a “Mortgage Amendment”)create, as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner in favor of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee Secured Parties, legal, valid, perfected and enforceable First Priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the holders proceeds thereof, subject only to Permitted Liens, and when such Mortgages are filed in the offices specified on Schedule 8(a) to the applicable Perfection Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute First Priority fully perfected Liens on, and security interests in, all right, title and interest of the Securities a valid first priority mortgage lien on such Real Property Loan Parties in the Mortgaged Properties and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicableproceeds thereof, in each case consistent prior and superior in form right to any other person, other than Permitted Liens. Subject to Section 5.15, the Mortgages granted by each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and substance with enforceable Liens on all of each such documents as have been previously delivered Loan Party’s right, title and interest in connection and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the other Land Registry, the Mortgages shall constitute fully perfected First Priority Lien ObligationsLiens on, and (b) security interest in, all right, title insurance policies or title insurance date-down endorsements, as applicableand interest of each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case consistent prior and superior in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property right to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other LiensPerson, except for Permitted Liens, together with such customary endorsements, and other than with respect to any such property located the rights of Persons pursuant to Permitted Liens until terminated in a state in which a zoning endorsement is not available, a zoning compliance letter from accordance with the applicable municipality in a form acceptable to the Collateral Agent.terms hereof. (o)

Mortgages. The Issuer On the Effective Date, each Credit Party that owns a Real Property listed on Schedule 6.13 shall have duly authorized, executed, had notarized, and delivered a Mortgage over such Real Property (or, if a Mortgage in favor of the Subsidiary Guarantors shall use commercially reasonable efforts Administrative Agent was previously recorded against such Real Property, a modification to deliver such Mortgage in form and substance reasonably acceptable to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Administrative Agent (a “Mortgage AmendmentModification”)), which shall be in full force and effect, and shall have delivered evidence satisfactory to the Administrative Agent that each such Mortgage, as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered modified by the record owner related Mortgage Modification, is a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Administrative Agent (or such Real Property sufficient to grant to the Collateral Agent, other trustee as may be required or desired under local law) for its benefit and the benefit of the Trustee Secured Creditors, superior and prior to the holders rights of all third Persons (except that the Securities a valid first priority security interest and mortgage lien created on such Real Mortgaged Property may be subject to the Permitted Encumbrances related thereto) and otherwise suitable for recording or filing which subject to no other Liens. In connection with the delivery of each such Mortgage or Mortgage AmendmentModification, as applicableUS Company will, may be and will cause each other Credit Party to, in each case unless waived by the Administrative Agent, deliver (i) a form consistent Mortgage Policy (or, with such mortgages securing respect to a Mortgage Modification, mortgage modification and date down endorsements to the other First Priority Lien Obligations previously delivered and shall otherwise be related Mortgage Policy) issued by a title insurer reasonably satisfactory to the Administrative Agent, in form and substance acceptable and in an amount reasonably satisfactory to the Collateral Administrative Agent, insuring that the Mortgage, as modified by the Mortgage Modification, is a valid and enforceable First Priority Lien on the respective property other than Permitted Encumbrances; and in conjunction therewith, such Credit Party shall have previously provided to the Administrative Agent and and/or the title insurer issuing the Mortgage Policy or endorsements thereto a current title commitment from the title insurance company for such Real Property (ii) opinions and such other documents includingtogether with copies of all underlying documents), but not limited to, any consents, agreements and confirmations of third parties an owner’s affidavit with respect to any such Real Property, a gap indemnity with respect to the Mortgage Policy or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with endorsements to be issued by the other First Priority Lien Obligationstitle insurer, and (b) any other documentation reasonably requested or required by the title insurance policies insurer to issue the Mortgage Policy or title insurance date-down the endorsements, as applicable, in each case consistent (ii) a then current A.L.T.A. survey, certified to the Administrative Agent by a licensed surveyor sufficient to allow the issuer of the Mortgage Policy to issue such Mortgage Policy without a survey exception, (iii) environmental due diligence in form and substance with such title insurance policies as have been previously delivered in connection with reasonably satisfactory to the other First Priority Lien Obligations, Administrative Agent and paid for by the Company, issued by (iv) a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Borrower), and if such Mortgaged Property, or any such property located portion thereof, is in a state in which a zoning endorsement is not availableflood zone, a zoning compliance letter from the applicable municipality in a form acceptable deliver evidence satisfactory to the Collateral AgentAdministrative Agent that the flood insurance required to be maintained pursuant to Section 9.03 has been obtained and is in effect.

Mortgages. The Issuer and Upon Collateral Agent’s request,No later than (x) the Subsidiary Guarantors shall use commercially reasonable efforts to deliver Fifth Amendment Effective Date, with respect to the Trustee AFI Australia Mortgaged Property, and (y) the Collateral Agent as promptly as reasonably practicable after Fifth Amendment Mortgage Outside Date with respect to the Issue DateFifth Amendment Mortgaged Property, but in any event within 120 days of the Issue DateLoan Parties shall execute, or cause to be executed, and delivered a Mortgage pursuant to which the applicable Loan Party shall grant second priority (a)(isubject only to the Term Loan Agent’s Liens) counterparts of each Mortgage or an amendment to each existing Mortgage granted Liens to the Collateral Agent Agent, for the benefit of the Secured Parties, in the AFI Australia Real Property now or hereafter owned by each Loan Party, andand the Fifth Amendment Mortgaged Property, and, if requested by the Collateral Agent, each of the other Mortgaged Property Support Documents, which Mortgages and other Mortgaged Property Support Documents (a “Mortgage Amendment”), as applicable, subject to the limitations expressly provided in the definition thereof) shall not be required to be entered into with respect delivered prior to each the date required by the last sentence of this clause (d). If at any time after the Fifth Amendment Effective Date any Loan Party shall acquire at any time or times hereafter any fee simple interest in other Real Property that also secures becomes Term Loan Priority Collateral subject to a mortgage in favor of the other First Priority Lien ObligationsTerm Loan Agent and/or Term Loan Lenders, duly executed such Loan Party agrees promptly to execute and delivered by the record owner of such Real Property sufficient to grant deliver to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage AmendmentLenders, as applicableadditional security and Collateral for the Obligations, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be Mortgage in form and substance acceptable reasonably satisfactory to the Collateral Agent and covering such Real Property. All Mortgages shall be duly recorded (iiat Borrower’s expense) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with office where such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property recording is required to be entered into on or after the Issue Date as constitute a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with Real Property covered thereby. In respect to any such property located in a state in which a zoning endorsement is not availableMortgage, a zoning compliance letter from the applicable municipality in a form acceptable Loan Parties shall deliver to the Collateral Agent, at Borrowers’ expense, all Mortgaged Property Support Documents requested by the Collateral Agent. Without limiting the foregoing, no Real Property shall be Mortgaged Property or otherwise be taken as Collateral unless Lenders receive forty-five (45) days advance notice and each Lender confirms to the Administrative Agent that it has completed all flood due diligence, received copies of all flood insurance documentation and confirmed flood insurance compliance as required by the Flood Laws or as otherwise satisfactory to such Lender.

Mortgages. The Issuer At all times on and after March 31, 2010, the Subsidiary Guarantors Company shall use commercially reasonable efforts have, and shall have caused its Subsidiaries to deliver to the Trustee have, executed and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted delivered to the Collateral Agent and the holders of the Notes such mortgages and leasehold mortgages in favor of the Collateral Agent for the benefit of the Bank and the holders of the Notes securing the Senior Indebtedness (a as defined in the Intercreditor Agreement) (the “Mortgage AmendmentMortgages”), each in form and substance satisfactory to the Required Holders, on such real property owned or leased by the Company and its Subsidiaries as applicablethe Required Holders deem necessary in their sole discretion, each duly filed and recorded in all such places so as to perfect the liens intended to be entered into with created thereby, provided that the holders of the Notes will not require the Company to deliver or maintain any Mortgages in addition to the Mortgages then in effect to the extent that the Company has demonstrated to the holders of the Notes that the aggregate Fair Market Value of all real property subject to the Mortgages then in effect exceeds 250% of the aggregate outstanding principal amount of the Senior Indebtedness (as defined in the Intercreditor Agreement) plus any unused commitments under the Credit Agreement at such time. No later than September 30, 2009 the Company shall submit to each holder of the Notes a proposed list of appraisers for the real property owned or leased by the Company and its Subsidiaries. With respect to the real estate subject to each Real Property that also secures Mortgage, the other First Priority Lien ObligationsCompany shall have delivered to the Collateral Agent and the holders of the Notes, duly executed and at or before the time such Mortgage is delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit (a) from a title company acceptable to the Required Holders, a prepaid mortgagee title insurance policy in form acceptable to the Required Holders, in an amount at least equal to the estimated fair market value of such real estate and the benefit improvements thereon, insuring the lien of such mortgage with respect to such real estate as a valid, prior lien on such real estate subject only to such exceptions as shall be approved by the Trustee Required Holders and containing such endorsements as may be required by the Required Holders, (b) an ALTA/ACSM Land Title Survey with respect to such real estate, dated (or updated and recertified) as of a recent date, certified to the holders of the Securities Notes by a valid first priority mortgage lien on land surveyor licensed in the jurisdiction in which such Real Property real estate is located, and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable satisfactory to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien ObligationsRequired Holders, and (bc) title insurance policies or title insurance date-down endorsementsa Phase 1 environmental assessment, and such additional environmental assessments and reports as applicablethe Required Holders may request, in satisfactory to the Required Holders, and each case consistent in form and substance with such title insurance policies as have been previously delivered in connection holder of the Notes shall be satisfied with the other First Priority Lien Obligationsenvironmental condition of such real estate. Notwithstanding the foregoing, if the aggregate outstanding principal amount of the Notes on September 30, 2009 is equal to or less than $5,000,000, then the Company shall not be required to deliver a list of appraisers to the holders of the Notes on such date, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing all the other First Priority Lien Obligations) insuring provisions of this paragraph 5J, including without limitation the lien requirement to deliver Mortgages, shall be of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, no further force and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agenteffect.”

Mortgages. The Issuer and With respect to any real property (other than Non-Material Real Property) that is owned in fee simple by the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to Company or any Guarantor (collectively, the Trustee and “Premises”), the Collateral Agent as promptly as reasonably practicable after the Issue DateCompany or such Guarantor shall, but in any event within 120 90 days of the Issue Date, later of (a)(ix) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent Restatement Date and (a “Mortgage Amendment”)y) the acquisition thereof, as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant : (a) deliver to the Collateral Agent, as mortgagee, for its benefit and the benefit of the Trustee Holders, fully executed counterparts of Mortgages, duly executed by the Company or the applicable Guarantor, as the case may be, and the holders corresponding Uniform Commercial Code (or similar) fixture filings, together with evidence of the Securities completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages and corresponding Uniform Commercial Code (or similar) fixture filings as may be necessary to create a valid valid, perfected first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage AmendmentLien in favor of the Collateral Agent, as applicablesubject to Permitted Liens, may against the Premises purported to be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable covered thereby; (b) deliver to the Collateral Agent and Agent, (iii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) mortgagee’s title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent favor of the Collateral Agent in form and substance with such title insurance policies as have been previously delivered in connection with an amount equal to 100% of the other First Priority Lien Obligations, and paid for fair market value of the Premises purported to be covered by the Companyrelated Mortgages, issued by a nationally recognized title insurance 58 company selected by the Company or the applicable Guarantor and reasonably satisfactory to the Representative and the Collateral Agent, insuring the Lien of each such Mortgage as a first priority Lien subject only to Permitted Liens, and such policies shall also include, to the extent available and issued at commercially reasonable rates, customary endorsements or such endorsements as the Collateral Agent may reasonably request (which may excluding endorsements related to mechanics lien coverage) and shall be accompanied by evidence of the same payment in full (or satisfactory arrangements for the payment in full) of all premiums thereon and (ii) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) in form and substance reasonably acceptable to the Company, the applicable Guarantor, the Collateral Agent and the Representative, as shall be reasonably required to induce the title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the Premises; (c) deliver to the Collateral Agent current and future real property surveys of such Premises in such form as shall be reasonably required by the title company or companies insuring to issue the mortgages securing so- called comprehensive and other survey related endorsements and to remove the other First Priority Lien Obligations) insuring standard survey exceptions from the lien title policies and endorsements contemplated above, provided, however, that a survey shall not be required to the extent that the issuer of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described thereintitle insurance policy provides reasonable and customary survey-related coverages (including, free of any without limitation, survey-related endorsements) in the applicable title insurance policy based on an existing survey and/or such other Liens, except for Permitted Liens, together documentation as may be reasonably satisfactory to the title insurer; (d) completed “Life-of-Loan” Federal Emergency Management Agency (“FEMA”) Standard Flood Hazard Determination with such customary endorsementsrespect to each mortgaged Premises subject to the applicable FEMA rules and regulations, and if any such Premises is located in an area determined by FEMA to have special flood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H of the Board of Governors; (e) existing environmental assessment reports with respect to any such property located of the Premises, to the extent available and in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable possession or reasonable control of the Company or any Guarantor; (f) deliver Opinions of Counsel to the Collateral Agent and the Representative (in form and substance reasonably satisfactory to them) in the jurisdictions where such Premises are located that such Mortgage has been duly authorized, executed and delivered by the Company or such Guarantor, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), constitutes a legal, valid, binding and enforceable obligation of the Company or such Guarantor and creates a valid perfected Lien in favor of the Collateral Agent, subject to Permitted Liens, against the Premises purported to be covered thereby and such other matters as the Collateral Agent and the Representative shall reasonably request; and (g) such other information, documentation, and certifications as may be reasonably required by the Collateral Agent or the Representative or necessary in order to create valid, perfected and subsisting Liens in favor of the Collateral Agent, subject to Permitted Liens, against the Premises covered by the Mortgages.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as As promptly as reasonably practicable after possible following the Issue Datedate of the Ninth Amendment, but and in any event within 120 ninety (90) days thereafter, the Borrower shall have taken all actions necessary or desirable to grant to the Administrative Agent, for the benefit of itself and the Lender Parties, a first priority, perfected mortgage and lien on each of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted real properties set forth on SCHEDULE A to the Collateral Agent (a “Mortgage Ninth Amendment”). In furtherance, but in limitation of the generality of the foregoing sentence, as applicablepromptly as possible following the date of the Ninth Amendment, and in any event within ninety (90) days thereafter, the Borrower shall deliver to be entered into the Administrative Agent, for the benefit of the Administrative Agent and the Lender Parties, with respect to each Real Property that also secures of the real properties set forth on SCHEDULE A to the Ninth Amendment (i) a duly executed mortgage, in form and substance satisfactory to the Administrative Agent, (ii) a title policy naming the Administrative Agent, on behalf of itself and the other First Priority Lien ObligationsLender Parties, duly executed from a title company acceptable to the Administrative Agent, (iii) a new survey or existing survey acceptable to the Administrative Agent, (iv) UCC-1 financing statement fixture filings, in form and delivered substance satisfactory to the Administrative Agent, (v) an opinion of local counsel as to due execution, authority, perfection and other matters, from local counsel acceptable to the Administrative Agent and in form and substance satisfactory to the Administrative Agent and (vi) payment of all applicable mortgage recording taxes, title provisions, recording and filing fees, search charges and other similar charges and expenses. The Administrative Agent shall have the right, at Borrower's expense, to conduct or have an independent environmental firm selected by the record owner Administrative Agent conduct all such environmental reviews, assessments, audits, and investigations with respect to any of such Real Property sufficient to grant the real properties set forth on SCHEDULE A to the Collateral Ninth Amendment as the Administrative Agent may request. In the event that the Administrative Agent determines on the basis of any such environmental review, assessment, audit or investigation not to proceed with the filing of a mortgage on any of the real properties set forth on SCHEDULE A to the Ninth Amendment, the Administrative Agent and Borrower shall in good faith act to find a replacement unencumbered real property or properties of Borrower of equal or greater value which shall be mortgaged to the Administrative Agent, for its benefit and the benefit of the Trustee Administrative Agent and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage AmendmentLender Parties, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable pursuant to the Collateral Agent and requirements of this Section 5.01 (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agentq)."

Mortgages. The Issuer and the Subsidiary Guarantors shall Company will use its commercially reasonable efforts to complete or cause to be completed on or prior to the Issue Date all filings and other similar actions required or desirable on its part in connection with the creation, perfection, protection and/or reaffirmation of such security interests in favor of the Notes and the Guarantees. In the case of material real property owned by the Company or a Grantor as of the Issue Date that will secure the Notes 105 Obligations and constitute Collateral (each, a “Mortgaged Property”), the Company or the applicable Grantor shall deliver to the Trustee and the applicable Notes Collateral Agent as promptly as reasonably practicable Agent, within 180 days after the Issue Date, but in any event within 120 days : (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, (a)(i) counterparts of each Mortgage or an amendment in the place necessary, to each existing Mortgage granted create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording Indenture Secured Parties; (C) American Land Title Association or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided that, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent and (ii) opinions and if such other documents includingare in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, but not limited to, any consents, agreements and confirmations of third parties with respect each Mortgage will cease to any secure the Notes Obligations if the real property subject to such Mortgage or Mortgage Amendmentno longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with at the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by written request of the Company, issued by a nationally recognized title insurance company (which may be and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the same as Security Documents and the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable Intercreditor Agreement to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral AgentAgent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer required.

Mortgages. The Issuer Each of the Mortgages creates the Liens and/or assignments which it purports to create, and the Subsidiary Guarantors shall use commercially reasonable efforts Mortgages and financing statements under the UCC in respect of the Mortgages have been duly filed and recorded in such manner and in such places as are required by applicable law in order to deliver to create, preserve and protect the Trustee respective Liens thereof Amended and Restated Revolving Loan Agreement 32 on the Collateral Properties and the Collateral Agent as promptly as reasonably practicable after assignment thereunder of any leases and rents, and to perfect the Issue Date, but security interests created thereby in any event within 120 days all of the Issue DateCollateral Properties as to which a security interest may be perfected by the filing of a financial statement under the UCC, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to and all taxes, fees and other governmental charges due in connection with such recordings and filings have been paid; the Mortgages constitute valid, binding and enforceable first priority mortgage Liens on the Collateral Agent (a “Properties constituting real property in favor of the Lender, subject only to Liens for real estate taxes and assessment not yet delinquent and other Liens expressly permitted by the respective Mortgages; the Mortgages create valid, binding and enforceable first priority security interests in and Liens on the Collateral Properties in the nature of the fixtures and personalty that can be encumbered by the Mortgage Amendment”)and, as applicable, to be entered into with respect to each Real Property that also secures all Collateral Properties in the other First Priority Lien Obligations, duly executed and delivered nature of personal property as to which a security interest may be perfected by the record owner filing of a financing statement under the UCC, a perfected security interest in all such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicableProperties, in each case consistent in form and substance with such documents as have been previously delivered in connection with a favor of the other First Priority Lien ObligationsLender, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for subject only to Liens expressly permitted by the Companyrespective Mortgages; and each Assignment creates a valid, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid binding and enforceable first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid assignment of and Lien on the applicable property described thereinrents, free incomes, agreements and leases referred to therein in favor of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral AgentLender.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue DateDate (subject to extension in the sole discretion of the Trustee), (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each ) on such Real Property currently subject to a Mortgage granted to the Collateral Agent, and that also secures the other First Priority Lien ObligationsObligations (other than any Mortgage securing the First Priority Lien Obligations that is released prior to the end of such 120 day period (as may be extended)), duly executed and delivered by the record owner of such Real Property and the Collateral Agent sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first second priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, Amendment may be in a form consistent with such mortgages securing the other First Priority Lien Obligations Mortgage amendments previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage Amendment, in each case to the extent and consistent in form and substance with such documents as have been previously delivered to the Collateral Agent and (b) date-down endorsements to the title insurance policies previously delivered to the Collateral Agent (or in case of any Real Property located in Texas that is subject to a Mortgage Amendment, as applicablea title search together with a T-38 endorsement, or to the extent not available, a new title insurance policy), in each case consistent in form and substance with such documents as have been previously delivered in connection with to the other First Priority Lien Obligations, and (b) Collateral Agent and/or the title insurance policies company (specifically excluding any new or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligationsupdated survey), and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing Mortgages in favor of the other First Priority Lien ObligationsCollateral Agent) insuring the lien of each Mortgage or Mortgage Amendmentamended Mortgage, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described thereinsuch Real Property, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agent.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts Subject to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue DateSection 5.15, but in any event within 120 days of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing (other than a Mortgage granted by a U.K. Guarantor) is effective to the Collateral Agent (a “Mortgage Amendment”)create, as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner in favor of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee Secured Parties, legal, valid, perfected and enforceable First Priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the holders proceeds thereof, subject only to Permitted Liens, and when such Mortgages are filed in the offices specified on Schedule 8(a) to the applicable Perfection Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute First Priority fully perfected Liens on, and security interests in, all right, title and interest of the Securities a valid first priority mortgage lien on such Real Property Loan Parties in the Mortgaged Properties and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicableproceeds thereof, in each case consistent prior and superior in form right to any other person, other than Permitted Liens. Subject to Section 5.15, the Mortgages granted by each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and substance with enforceable Liens on all of each such documents as have been previously delivered Loan Party’s right, title and interest in connection and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the other Land Registry, the Mortgages shall constitute fully perfected First Priority Lien Obligations967770.02F-CHISR1034077.05-CHISR01A - MSW 150 Liens on, and (b) security interest in, all right, title insurance policies or title insurance date-down endorsements, as applicableand interest of each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case consistent prior and superior in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property right to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other LiensPerson, except for Permitted Liens, together with such customary endorsements, and other than with respect to any such property located the rights of Persons pursuant to Permitted Liens until terminated in a state in which a zoning endorsement is not available, a zoning compliance letter from accordance with the applicable municipality in a form acceptable to the Collateral Agentterms hereof.

Mortgages. The Issuer On the Effective Date, each Credit Party that owns a Real Property listed on Schedule 6.13 shall have duly authorized, executed, had notarized, and delivered a Mortgage over such Real Property (or, if a Mortgage in favor of the Subsidiary Guarantors shall use commercially reasonable efforts Administrative Agent was previously recorded against such Real Property, a modification to deliver such Mortgage in form and substance reasonably acceptable to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Administrative Agent (a “Mortgage AmendmentModification”)), which shall be in full force and effect, and shall have delivered evidence satisfactory to the Administrative Agent that each such Mortgage, as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered modified by the record owner related Mortgage Modification, is a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Administrative Agent (or such Real Property sufficient to grant to the Collateral Agent, other trustee as may be required or desired under local law) for its benefit and the benefit of the Trustee Secured Creditors, superior and prior to the holders rights of all third Persons (except that the Securities a valid first priority security interest and mortgage lien created on such Real Mortgaged Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens. In connection with the delivery of each such Mortgage or, other than with respect to clauses (ii), (iii) and (iv) below, each such Mortgage Modification, US Company will, and will cause each other Credit Party to, in each case unless waived by the Administrative Agent, deliver (i) a form consistent Mortgage Policy (or, with such mortgages securing respect to a Mortgage Modification, mortgage modification and date down endorsements to the other First Priority Lien Obligations previously delivered and shall otherwise be related Mortgage Policy) issued by a title insurer reasonably satisfactory to the Administrative Agent, in form and substance acceptable and in an amount reasonably satisfactory to the Collateral Administrative Agent, insuring that the Mortgage, as modified by the Mortgage Modification, is a valid and enforceable First Priority Lien on the respective property other than Permitted Encumbrances; and in conjunction therewith, such Credit Party shall have previously provided to the Administrative Agent and and/or the title insurer issuing the Mortgage Policy or endorsements thereto a current title commitment from the title insurance company for such Real Property (ii) opinions and such other documents includingtogether with copies of all underlying documents), but not limited to, any consents, agreements and confirmations of third parties an owner’s affidavit with respect to any such Real Property, a gap indemnity with respect to the Mortgage Policy or Mortgage Amendment, as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with endorsements to be issued by the other First Priority Lien Obligationstitle insurer, and (b) any other documentation reasonably requested or required by the title insurance policies insurer to issue the Mortgage Policy or title insurance date-down the endorsements, as applicable, in each case consistent (ii) a then current A.L.T.A. survey, certified to the Administrative Agent by a licensed surveyor sufficient to allow the issuer of the Mortgage Policy to issue such Mortgage Policy without a standard survey exception (but permitting any matters that might be revealed by such A.L.T.A. survey to the extent such matters are reasonably satisfactory to the Administrative Agent), (iii) environmental due diligence in form and substance with such title insurance policies as have been previously delivered in connection with reasonably satisfactory to the other First Priority Lien ObligationsAdministrative Agent, and paid for by the Company, issued by (iv) a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and zoning report with respect to such Mortgaged Property from a consultant reasonably satisfactory to the Administrative Agent, confirming that such Mortgaged Property and the use and occupancy thereof is compliant (i.e., conforming or legal nonconforming with full right to rebuild after a casualty without needing to achieve current conformity) with the zoning ordinances and entitlements applicable thereto and is not in violation of the building ordinances applicable thereto, and (v) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Borrower), and if such Mortgaged Property, or any such property located portion thereof, is in a state in which a zoning endorsement is not availableflood zone, a zoning compliance letter from the applicable municipality in a form acceptable deliver evidence satisfactory to the Collateral AgentAdministrative Agent that the flood insurance required to be maintained pursuant to Section 9.03 has been obtained and is in effect.

Mortgages. The Issuer and On or prior to November 15, 2012, the Subsidiary Guarantors Borrower shall use commercially reasonable efforts to deliver have delivered to the Trustee Lender, for each Premises: (a) a title policy and a lender's title insurance binder issued by an insurance company authorized to transact business in the Collateral Agent state where the Premises referred to in such Mortgage is located and acceptable to the Lender naming the Lender as promptly as reasonably practicable after insured and insuring that the Issue Dateapplicable Mortgage creates a continuing, but in any event within 120 days of valid lien on the Issue DateProperty prior to all Liens (other than Permitted Liens), fully securing the Loans and on terms and conditions satisfactory to the Lender, (a)(ib) counterparts of each Mortgage or an amendment to each existing Mortgage granted to a Mortgage, duly executed by the Collateral Agent (a “Mortgage Amendment”)Borrower, as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien ObligationsPremises, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable satisfactory to the Collateral Agent Lender; (c) copies of all environmental reports with respect to the Premises, including an updated environmental report at the reasonable option of the Lender, (d) evidence that such Premises is not located in a Federally designated “special flood hazard area” or if such Premises is located in a Federally designated “special flood hazard area,” a flood insurance policy with terms and coverage satisfactory to the Lender, (e) a current legal description and updated survey of each of the Premises, certified to the Lender and the title company, (f) a certificate of insurance from an independent insurance broker confirming the insurance required to be maintained pursuant to the Mortgages, naming the Lender as mortgagee and loss payee with respect to such insurance, and (iig) opinions and such other documents includingdocuments, but not limited to, any consentspromissory notes, agreements and confirmations information, including opinions of third parties with respect counsel, that the Lender may reasonably request. The Borrower further agrees to any such Mortgage or Mortgage Amendmentpay all title insurance premiums, as applicable, in each case consistent in form recording and substance with such documents as have been previously delivered filing fees and charges and other expenses incurred by the Lender in connection with the other First Priority Lien Obligations, recording of the Mortgages and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the delivery of the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property documents required pursuant to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agentthis Section 6.20.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver On or prior to the Trustee and the Collateral Agent as promptly as reasonably practicable date that is 120 days after the Issue Closing Date, but or such later date as agreed to by the Administrative Agent in any event within 120 days of its reasonable discretion, the Issue Date, Administrative Agent shall have received (a)(ii) counterparts of each Mortgage or an amendment to each existing Mortgage granted a mortgage, in a form reasonably acceptable to the Collateral Administrative Agent as negotiated with the applicable Loan Party in good faith, including only such warranties, representations, covenants and conditions as are consistent with those contained in the Credit Agreement and that do not increase the obligations or decrease the rights of the applicable Loan Party under this Credit Agreement, encumbering the Headquarters (a the “Mortgage AmendmentMortgaged Property”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, ) duly executed and delivered by the record applicable Loan Party that is the owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the or holders of the Securities a valid first priority mortgage lien on any interest in such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage AmendmentMortgaged Property, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations of third parties a completed Life-of-Loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to any such Mortgage or Mortgage AmendmentMortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower), as applicable, in each case consistent in form and substance with such documents as have been previously delivered in connection with the other First Priority Lien Obligations, and (biii) a policy of title insurance policies (or title insurance date-down endorsements, as applicable, marked unconditional commitment to issue such policy) in each case consistent in form and substance with an amount equal to not less than 100% of the Fair Market Value of such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the CompanyMortgaged Property, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing Lien of the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, mortgage as a valid first priority Lien on such Real the Mortgaged Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, Liens except for and subject to Permitted Liens, together with such customary endorsements (excluding any zoning endorsement provided Borrower provides a zoning opinion of counsel or a zoning report issued by a national zoning report provider), coinsurance and reinsurance to the extent available in the applicable jurisdiction at commercially reasonable rates (and containing no general exception for mechanic’s liens), (iv) such owner’s affidavit and so-called “gap” indemnification as are customarily requested by the title insurance company to induce the title company to issue the title policy and endorsements contemplated above, (v) evidence of payment by the Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the mortgage and issuance of the title policy referred to above, except for Permitted Liens, (vi) a survey of the Mortgaged Property in such form as shall be required by the title company to issue the so-called comprehensive and other survey-related endorsements and to remove the standard survey exceptions from the title policy and endorsements contemplated above (provided, however, that a survey shall not be required to the extent that the issuer of the applicable title insurance policy provides reasonable and customary survey-related coverages (including, without limitation, survey-related endorsements) in the applicable title insurance policy based on an existing survey and/or such other documentation as may be reasonably satisfactory to the title insurer), and (vii) such legal opinions as are customarily delivered with respect to any the mortgage, comprising (x) opinions as to the due authorization, execution and delivery of the mortgage by the relevant Loan Party and (y) customary opinions of local counsel for such property located Loan Party in a the state in which such Mortgaged Property is located, with respect to the enforceability of the mortgage, expressly excluding any opinion as to matters concerning usury, priority, the state of title, or any personal property. Execution Version EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a zoning endorsement copy of which is not availablehereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, a zoning compliance letter the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the applicable municipality Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a form acceptable Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the Collateral Agentextent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Mortgages. The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver Duly executed originals of amendments to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(i) counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be Mortgages in form and substance acceptable satisfactory to the Collateral Agent together with: (a) title insurance policy updates, current as-built surveys, zoning letters and (ii) opinions and such other documents including, but not limited to, any consents, agreements and confirmations certificates of third parties with respect to any such Mortgage or Mortgage Amendment, as applicableoccupancy, in each case consistent satisfactory in form and substance with to Agent, in its sole discretion, to create a valid and enforceable first priority lien (subject to Permitted Encumbrances) on each Mortgaged Property in favor of Agent for the benefit of itself and Lenders (or in favor of such documents other trustee as have been previously delivered in connection with the other First Priority Lien Obligations, and my be required or desired under local law); (b) title insurance policies evidence that counterparts of such amendments have been recorded in all places to the extent necessary or title insurance date-down endorsementsdesireable in the judgment of Agent; and (c) an opinion of counsel in each state in which any Mortgaged Property is located in form and substance and from counsel satisfactory to Agent; U. AUDITED FINANCIALS; FINANCIAL CONDITION. Agent shall have received Borrower's audited Financial Statements for the twelve month period ended December 31, as applicable2000 which have been certified by KMPG LLP, and the unaudited consolidated balance sheet of Borrower dated September 30, 2001. Borrower shall have provided Agent with its current operating statements, a consolidated balance sheet and statement of cash flows and Projections with respect to Borrower certified by its Chief Financial Officer, in each case consistent in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the Chief Executive Officer and/or the Chief Financial Officer of Borrower or any other appropriate Person as determined by Agent, based on such title insurance policies Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable and fair in light of current conditions and current facts known to Borrower and, as have been previously delivered in connection with of the Closing Date, reflect Borrower's good faith and reasonable estimates of its future financial performance and of the other First Priority Lien Obligations, information projected therein for the period set forth therein; and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the c) containing such other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and statements with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral Agentsolvency of Borrower and matters related thereto as Agent shall request.