Common use of Post-Closing Collateral Matters Clause in Contracts

Post-Closing Collateral Matters. (a) Within 120 days after the Original Closing Date, unless waived or extended by the Administrative Agent in its sole discretion, the applicable Loan Party shall deliver to the Administrative Agent, with respect to each Owned Mortgaged Property, the following: (1) a Mortgage encumbering each Owned Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Owned Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Owned Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) an ALTA loan policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of the Mortgage referred to above as a valid first mortgage Lien on the Owned Mortgaged Property and fixtures described therein in an amount equal to the Fair Market Value of such Owned Mortgaged Property, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent, which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements or affirmative coverage in the policy as shall be reasonably requested by the Administrative Agent (including, without limitation, endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, survey, variable rate, mortgage recording tax, revolving credit, waiver of arbitration, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted Collateral Liens; (3) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policies and endorsements contemplated above; (4) evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers 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 Mortgages and issuance of the Title Policies referred to above; (5) access to copies of all leases in which the Parent Borrower or any other Restricted Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Owned Mortgaged Property, and does not constitute a Permitted Collateral Lien, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Agent; (6) each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey; (8) a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvement located on any such Owned Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c); and (9) favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Owned Mortgaged Property. (b) Within 120 days after the Original Closing Date, the applicable Loan Parties shall make commercially reasonable efforts to deliver to the Administrative Agent (unless waived or extended by the Administrative Agent in its sole discretion), the following: (1) A Mortgage encumbering each Leased Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Leased Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) With respect to each Leased Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for the owner or holder of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Leased Mortgaged Property; (3) With respect to each Leased Mortgaged Property, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c).

Post-Closing Collateral Matters. (a) Within 120 The Issuer shall, within ninety (90) days after following the Original Closing Issue Date (or, prior to the Discharge of First Lien Obligations, such later date as the First-Priority Collateral Agent may specify under a provision that exists in substantially the same form under the First-Priority Obligations Documents), establish in its name, and thereafter maintain at all times until the payment in cash in full of the Secured Obligations, the Collateral Account with the First-Priority Collateral Agent or the Collateral Agent. (b) In the event that any Other Second-Priority Obligations are incurred following the Issue Date, unless waived the Pledgors shall notify the Collateral Agent thereof in writing and take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Other Second-Priority Obligations are secured equally and ratably with the Secured Obligations under the Indenture. (c) Each Pledgor agrees that, in the event such Pledgor takes any action to grant or extended by perfect a Lien in favor of the Administrative First-Priority Collateral Agent in its sole discretion, the applicable Loan Party shall deliver to the Administrative Agent, (or other collateral agent with respect to each Owned Mortgaged Propertyany First-Priority Obligations) or the ABL Facility Collateral Agent in any assets, such Pledgor shall also take such action to grant or perfect a Lien (subject to the following: (1terms of the Intercreditor Agreements) a Mortgage encumbering each Owned Mortgaged Property in favor of the Collateral Agent to secure the Secured Obligations without request of the Collateral Agent; provided that such action shall not impose any new duties, obligations or liabilities on the Collateral Agent without the Collateral Agent’s prior written consent and shall provide such indemnities, benefits and protections for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Owned Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Owned Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns Collateral Agent as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and are reasonably acceptable to the Administrative Collateral Agent;. (2d) an ALTA loan policy of title insurance The Issuer shall, within thirty (or marked up title insurance commitment having 30) days after the effect of a policy of title insurance) insuring the Lien of the Mortgage referred to above as a valid first mortgage Lien on the Owned Mortgaged Property and fixtures described therein in an amount equal Issue Date (or, prior to the Fair Market Value Discharge of First Lien Obligations, such Owned Mortgaged Propertylater date as the First-Priority Collateral Agent may specify under a provision that exists in substantially the same form under the First-Priority Obligations Documents), as determined in good faith by the Parent Borrower and reasonably acceptable deliver to the Administrative AgentCollateral Agent (or, which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) prior to the extent necessaryDischarge of First Lien Obligations, include such reinsurance arrangements (with provisions for direct access, if necessary) the First-Priority Collateral Agent as shall be reasonably acceptable to the Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements or affirmative coverage in the policy as shall be reasonably requested by the Administrative Agent (including, without limitation, endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, survey, variable rate, mortgage recording tax, revolving credit, waiver of arbitration, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted Collateral Liens; (3) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policies and endorsements contemplated above; (4) evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required bailee for the recording of Collateral Agent) the Mortgages and issuance of certificates evidencing the Title Policies referred Pledged Securities in Aleris Rolled Products Canada ULC. Neither the Collateral Agent nor the Trustee undertakes any responsibility whatsoever to above; (5) access to copies of all leases in which the Parent Borrower or any other Restricted Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent determine whether any of the foregoing affect any Owned Mortgaged Propertycovenants in this Section 4.10 have been satisfied, and does not constitute a Permitted Collateral Lien, such agreement neither shall be subordinate to the Lien have any liability whatsoever arising out of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Agent; (6) each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey; (8) a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion failure of the improvement located on Issuer or any such Owned Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c); and (9) favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Owned Mortgaged PropertyPledgors to satisfy such post-closing requirements. (b) Within 120 days after the Original Closing Date, the applicable Loan Parties shall make commercially reasonable efforts to deliver to the Administrative Agent (unless waived or extended by the Administrative Agent in its sole discretion), the following: (1) A Mortgage encumbering each Leased Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Leased Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) With respect to each Leased Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for the owner or holder of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Leased Mortgaged Property; (3) With respect to each Leased Mortgaged Property, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c).

Post-Closing Collateral Matters. (a) Within 120 The Collateral Agent shall have received, to the extent not delivered on the Amendment and Restatement Date, within 60 days after of the Original Closing Amendment and Restatement Date, unless waived or extended by the Administrative Collateral Agent in its the sole discretion, the applicable Loan Party shall deliver to the Administrative Agent, with respect to each Owned Mortgaged Property, the following: (1) a Mortgage encumbering each Owned Mortgaged Property in favor discretion of the Collateral Agent: (i) With respect to each Mortgage encumbering Mortgaged Property, for the benefit of the Secured Parties, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by each the applicable Loan Party that is the owner of or holder of any interest in such Owned Mortgaged PropertyParty, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Owned Mortgaged Property is situatedMortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirementslaw, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) A datedown endorsement to the existing mortgage title insurance policies (each, a “Mortgage Policy,” collectively, the “Mortgage Policies”) relating to the Mortgage encumbering the Mortgaged Property subject to such Mortgage assuring the Collateral Agent that such Mortgage, as amended by such Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects, encumbrances and liens except for Permitted Encumbrances (as defined in each Mortgage), and such financing statements Mortgage Policy shall otherwise be in form and any substance reasonably satisfactory to the Collateral Agent; (iii) With respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to the Administrative Agent and Collateral Agent and the Secured Parties, (y) shall cover the enforceability of the respective Mortgage as amended by such Mortgage Amendment, the due authorization, execution and delivery of the Mortgage Amendment and such other instruments necessary matters incident to grant a mortgage lien under the laws of any applicable jurisdiction, all of which transactions contemplated herein as the Collateral Agent may reasonably request and (z) shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Collateral Agent; (2vi) an ALTA loan policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of the Mortgage referred With respect to above as a valid first mortgage Lien on the Owned Mortgaged Property and fixtures described therein in an amount equal to the Fair Market Value of such Owned each Mortgaged Property, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent, which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements or affirmative coverage in the policy as shall be reasonably requested by the Administrative Agent (including, without limitation, endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, survey, variable rate, mortgage recording tax, revolving credit, waiver of arbitration, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted Collateral Liens; (3) such affidavits, certificates, information (including financial data) and instruments of indemnification (including without limitation, a so-called “gap” indemnification) as shall be required to induce the Title Company title company to issue the Title Policies and endorsements contemplated above; (4) evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers 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 Mortgages and issuance of the Title Policies referred to above; (5) access to copies of all leases in which the Parent Borrower or any other Restricted Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Owned Mortgaged Property, and does not constitute a Permitted Collateral Lien, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Agent; (6) each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey; (8) a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvement located on any such Owned Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c)Policies; and (9) favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Owned Mortgaged Property. (b) Within 120 days after the Original Closing Date, the applicable Loan Parties shall make commercially reasonable efforts to deliver to the Administrative Agent (unless waived or extended by the Administrative Agent in its sole discretion), the following: (1) A Mortgage encumbering each Leased Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Leased Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) With respect to each Leased Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for the owner or holder of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Leased Mortgaged Property; (3) With respect to each Leased Mortgaged Property, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c).

Post-Closing Collateral Matters. (a) Within 120 Parent shall or shall cause each of its Restricted Subsidiaries to use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent each of the following items within 180 days after the Original Closing Date, unless waived or extended by the Administrative Agent Issue Date (and in its sole discretion, the applicable Loan Party shall deliver any event as soon as reasonably practicable thereafter); provided that to the Administrative Agentextent it shall be necessary for Parent or any Restricted Subsidiary to initiate or defend one or more appropriate actions, suits or proceedings at law, equity or otherwise to clear or quiet title in order that valid and indefeasible title to any Real Property shall be vested of record in the Issuer or applicable Guarantor free and clear of all Liens other than Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement) (such action, suit or proceeding, a “Title Action”), such post-closing period shall be extended for so long as Parent or the appropriate Restricted Subsidiary shall, in good faith, promptly commence and diligently prosecute such Title Action; (i) with respect to each Owned Mortgaged Property, the following:, (1A) title, UCC fixture filing, judgment, bankruptcy and tax lien searches confirming that such Real Property is subject to no Liens other than Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement); (B) a Mortgage duly authorized, executed and acknowledged by the Issuer or Guarantor that is the record owner of such Real Property (as revealed in the title search described in clause (A) above) encumbering each Owned Mortgaged such Real Property in favor of the Collateral Agent for the benefit of the Secured Parties, together with evidence that counterparts of such Mortgage (and any and all other affidavits, certificates or other instruments relating thereto required to record such mortgage) have been delivered to the Title Company for recording in all places necessary to effectively create a valid and enforceable first priority Security Interest on such Real Property in favor of the Collateral Agent for the benefit of the Secured Parties securing the Secured Obligations (as defined in the Security Agreement) subject to no Liens other than Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement); provided that to the extent any title search reveals (or it is otherwise revealed) that the owner of any such Real Property is a Person other than the Issuer or any Guarantor, Parent shall or shall cause each of its Restricted Subsidiaries to deliver to the Trustee and the Collateral Agent such deeds, certificates of merger and other instruments of transfer duly authorized, executed and acknowledged in form for filing in the appropriate jurisdiction, together with evidence that counterparts thereof (and any and all other affidavits, certificates or other instruments relating thereto required to record same) have been delivered to the Title Company for recording in all places necessary to effectively transfer, from the then record owner to the Issuer or applicable Guarantor, valid and indefeasible title to such Real Property; provided, further that such transfer shall not be required in the event that (1) any material adverse tax consequences shall result therefrom in relation to the value of the security to be afforded by granting a Security Interest on such Real Property in favor of the Collateral Agent for the benefit of the Secured Parties or (2) Parent or any appropriate Restricted Subsidiary shall have, in good faith, promptly commenced and diligently prosecuted all Title Actions to the fullest extent available at law, equity or otherwise to final, non-appealable judgment denying the validity of Parent’s or such Restricted Subsidiary’s claim; provided further that the book or fair market value of all Real Property excluded from such transfer requirement pursuant to clauses (1) and (2) of this clause (B), shall in no event exceed $10,000,000 in the aggregate; (C) proper fixture filings under the UCC on Form UCC-1 for filing in the appropriate jurisdictions in which such Real Property is located to perfect the Security Interests purported to be created by the applicable Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties; (D) to the extent not delivered on or prior to the Issue Date, policies or certificates of insurances covering such Real Property, which policies or certificates shall be substantially in the form of the policies or certificates of insurance delivered on the Issue Date and reflect the Collateral Agent, for the benefit of the Secured Parties, duly executed as additional insured and acknowledged loss payee and mortgagee and shall otherwise bear endorsements of the character contained in the policies or certificates of insurance delivered on the Issue Date; (E) evidence of payment by the Issuer of title and lien searches and examination charges, mortgage recording taxes, transfer taxes, fees, charges and all other costs and expenses required for the recording of the Mortgages, fixture filings and other instruments referred to above; and (F) an Opinion of Counsel, addressed to the Trustee and the Collateral Agent for the benefit of the Secured Parties, of counsel to the Issuer and Guarantors, or other special counsel, as to the due authorization, execution and delivery of such Mortgage by the relevant Issuer or Guarantor; (ii) with respect to each Loan Party that is the owner of or holder of Material Mortgaged Property, (A) With respect to each Mortgage encumbering any interest in such Owned Material Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Owned Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) an ALTA loan policy of title insurance (or marked up title insurance commitment to issue such a policy having the effect of a policy of title insurance) insuring (or committing to insure)) the Lien lien of the such Mortgage referred to above as a valid and enforceable first mortgage Lien priority Security Interest on the Owned Material Mortgaged Property and fixtures described therein therein, in an amount equal to not less than 100% of the Fair Market Value fair market value of such Owned Mortgaged PropertyProperty as reasonably determined, as determined in good faith faith, by the Parent Borrower Issuer and reasonably acceptable to the Administrative AgentCollateral Agent (such policies collectively, which policy (or such marked-up commitment) (eachthe “Mortgage Policies”), a “Title Policy”) shall (A) be issued by the Title Company, which reasonably assures the Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable Security Interests on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances (Bas defined in Schedule B to the Purchase Agreement) and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and shall include, as appropriate, to the extent necessaryavailable at commercially reasonably rates, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) and have been supplemented by such endorsements (or affirmative coverage in where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the policy Collateral Agent) as shall be reasonably requested by the Administrative Agent (includingCollateral Agent, without limitation, including endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, doing business, variable rate, environmental lien (provided that in the case of each Material Mortgaged Property located in New York, including endorsements on matters relating to usury, first dollar, last dollar, contiguity, doing business, public road access, survey, variable rate, mortgage recording taxenvironmental, revolving creditlien, waiver of arbitrationsubdivision, and so-separate tax lot, so called comprehensive coverage over covenants and restrictionsrestrictions and standard New York endorsements) and which shall not include an exception for mechanics’ liens or creditors’ rights (if available after using commercially reasonable efforts and except to the extent such mechanics’ liens or creditors’ rights are Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement)), and shall provide for affirmative insurance and such reinsurance (Eincluding direct access agreements) contain no exceptions to title other than Permitted as the Collateral Liens;Agent may reasonably request (if made available by the Title Company after using commercially reasonable efforts). (3B) an Opinion of Counsel, addressed to the Trustee and the Collateral Agent for its benefit and the benefit of the Secured Parties, from (i) counsel to the Issuer and Guarantors, or other special counsel, as to the due authorization, execution and delivery of each Mortgage by the applicable Issuer or Guarantor; and (ii) local counsel in each jurisdiction where each Material Mortgaged Property is located, as to the enforceability of the applicable Mortgage and such other matters as shall be reasonably requested by the Trustee. (C) a survey with respect to such Material Mortgaged Property to the extent necessary to cause the Title Company to issue the Mortgage Policy required by Section 10.1(c)(ii)(A). (D) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce by the Title Company to issue the Title Mortgage Policies and endorsements contemplated above;required by Section 10.1(c)(ii)(A). (4iii) evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers 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 Mortgages and issuance of the Title Policies referred to above;[Reserved]. (5iv) access to copies of all leases in which the Parent Borrower event any title search reveals (or any other Restricted Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent it is otherwise revealed) that any of the foregoing affect Issuer or any Owned Mortgaged Property, and does not constitute a Permitted Collateral Lien, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Agent; (6) each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Guarantor own any Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey; (8) a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvement located on any such Owned Mortgaged Property is located in the United States having a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with evidence book value or estimated fair market value in excess of flood insurance as required by Section 8.03(c); and $5,000,000 (9) favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Owned Mortgaged Property. (b) Within 120 days after the Original Closing Date, the applicable Loan Parties shall make commercially reasonable efforts to deliver to the Administrative Agent (unless waived or extended by the Administrative Agent in its sole discretion), the following: (1) A Mortgage encumbering each Leased Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Leased Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower Board of Directors of the Issuer or such Guarantor and reasonably acceptable set forth in an Officer’s Certificate delivered to the Administrative Agent; Trustee) for purpose of this clause (2) With respect to each Leased Mortgaged Propertyiv), such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for the owner or holder of the fee or leasehold interest constituting such Leased Mortgaged Real Property shall be deemed to grant the Lien contemplated be Real Property acquired by the Mortgage Issuer or such Guarantor and the Issuer or Guarantor shall comply with the provisions of Section 10.1(b) with respect to such Leased Mortgaged Real Property; (3) With respect to each Leased Mortgaged Property, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c).

Post-Closing Collateral Matters. (a) Within 120 days after The Company shall use its commercially reasonable efforts to obtain and deliver to the Original Closing DateAgent, within the time periods set forth below (unless waived or extended by the Administrative Agent in its sole discretion), to the extent such items have not been delivered as of the Closing Time, or delivery has not been waived by the Agent in its discretion, the applicable Loan Party shall deliver following: (i) the property owners' consent to leasehold mortgage financing, on terms and conditions reasonably satisfactory to the Administrative Agent, with respect to each Owned the Mortgaged PropertyProperty set forth on SCHEDULE 7.17(A) within sixty (60) days after the Closing Time, and if such consent is obtained, the applicable Issuer(s) will deliver to the Agent, within ninety (90) days after the Closing Time, the following: (1) a Mortgage encumbering each Owned the Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party the Issuer that is the owner of or holder of any interest in such Owned Mortgaged Property, and otherwise in proper form for recording in the recording office of each the applicable political subdivision where each such Owned Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental RequirementsRequirements of Law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, Agent and the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative AgentRequired Holders; (2) an ALTA loan with respect to the Mortgaged Property, such consents, approvals, amendments, supplements, estoppels and tenant subordination agreements in order for the owner or holder of the leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; (3) with respect to the Mortgaged Property, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of the such Mortgage referred to above as a valid first mortgage Lien on the Owned Mortgaged Property and the applicable Issuer(s) right, title and interest in fixtures described therein in an the amount equal to not less than 115% of the Fair Market Value fair market value of such Owned Mortgaged PropertyProperty and the applicable Issuer(s) right, as determined title and interest in such fixtures, which fair market value based on the good faith by estimate of the Parent Borrower and reasonably acceptable to the Administrative AgentCompany is set forth on SCHEDULE 7.17(A)(3), which policy (or such marked-up commitment) (each, a “Title Policy”"TITLE POLICY") shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a “"tie-in” " or “"cluster” " endorsement, if available under applicable law Applicable Law (i.e.I.E., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements (or affirmative coverage in where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the policy Agent and the Required Holders) as shall be reasonably requested by the Administrative Agent or the Required Holders (including, without limitation, including endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, revolving credit, waiver of arbitrationseparate tax lot, and so-called comprehensive coverage over covenants and restrictionsrestrictions to the extent applicable to such Mortgaged Property and available in the subject jurisdiction), and (E) contain no exceptions to title other than Permitted Collateral Liensexceptions acceptable to the Agent and the Required Holders; (34) with respect to the Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “"gap” " indemnification) as shall be required to induce the Title Company to issue the Title Policies Policy and endorsements contemplated above; (45) evidence reasonably acceptable to the Administrative Agent and the Required Holders of payment by the Borrowers Company 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 Mortgages Mortgage and issuance of the Title Policies Policy referred to above; (56) access with respect to each Real Property or Mortgaged Property, copies of all leases Leases in which the Parent Borrower Company or any other Restricted Subsidiary holds the lessor’s 's interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Owned Mortgaged Property, and does not constitute a Permitted Collateral Lien, the applicable Issuer(s) shall use their commercially reasonable efforts to cause such agreement shall to be subordinate to the Lien of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative AgentAgent and the Required Holders; (67) each with respect to the Mortgaged Property, the Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey8) Surveys with respect to the Mortgaged Property; (8) 9) a completed Federal Emergency Management Agency “Life-of-Loan” Standard Flood Hazard Determination, Determination with respect to the Mortgaged Property; and, if any portion (10) a favorable written opinion of local counsel in the improvement located on any state in which such Owned Mortgaged Property is located in a Special Flood Hazard Arealocated, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c3.04(ii); and (9ii) favorable written opinion(swith respect to each location set forth on SCHEDULE 7.17(B), a Landlord Access Agreement within sixty (60) of counsel addressed days after the Closing Time; PROVIDED that no such Landlord Access Agreement shall be required with respect to any Real Property that could not be obtained after the Collateral Agent in form reasonably satisfactory Issuer that is the lessee shall have used its commercially reasonable efforts to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Owned Mortgaged Property.do so; and (b) Within 120 The Company shall obtain and deliver to the Agent, within thirty (30) days after the Original Closing Date, the applicable Loan Parties shall make commercially reasonable efforts to deliver to the Administrative Agent Time (unless waived or extended by the Administrative Agent in its sole discretion)) and provided further that Agent delivers all instruments that Agent must provide to accomplish the following at least ten (10) days prior to the expiration of the thirty (30) day period or such period shall be deemed extended until ten (10) days following Agent's delivery thereof, to the extent such items have not been delivered as of the Closing Time, or delivery has not been waived by the Agent in its discretion, the following: (1A) A Mortgage encumbering each Leased Mortgaged Property in favor Pledge of Shares Deed providing for the pledge of 100% of the Collateral Agent, for outstanding shares of NAP Madrid owned by the benefit Company or any of its Subsidiaries as of the Secured PartiesClosing Time (the "Spanish Pledge") and opinion of Spanish counsel to the Company relating to the Spanish Pledge, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Leased Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative the Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal (B) evidence satisfactory to the Fair Market Value Agent that the certificate evidencing 100% of the applicable Loan Party’s leasehold interest outstanding shares of NAP Madrid owned by the Company or any of its Subsidiaries as of the Closing Time has been delivered to the notary attesting the Spanish Pledge and that such certificate has been amended to reflect the Spanish Pledge, (C) evidence that the Spanish Pledge has been registered with the Shares Registry Book of NAP Madrid, (D) Pledge of Stock providing for the pledge of 100% of the outstanding shares of Terremark Latin America (Brasil) Ltda. and Terremark do Brasil Ltda. (the "Brazilian Pledge") and opinion of Brazilian counsel to the Company relating to the Brazilian Pledge, each in form and substance reasonably satisfactory to the Agent, and (E) evidence satisfactory to the Agent that the by-laws of each of Terremark Latin America (Brasil) Ltda. and Terremark do Brasil Ltda. have been amended to reflect the Brazilian Pledge (the "By-Laws Amendment"), that the Brazilian Pledge has been registered with the Registry Office in Brazil and that the By-Laws Amendment has been register with Sao Paulo Board of Trade's registry in Brazil; and (ii) for each of Terremark Latin America (Brasil) Ltda. and Terremark do Brasil Ltda., (A) a Subsidiary Guarantee of the Notes in the Leased Mortgaged Property encumbered therebyform of EXHIBIT B hereto and a supplemental agreement substantially in the form of EXHIBIT C hereto, in each case as determined may be modified to the extent necessary to be compatible with the laws of such Subsidiary's jurisdiction, pursuant to which such Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes on the terms set forth in good faith such supplemental agreement and (B) a security agreement compatible with the laws of such Subsidiary's jurisdiction in form and substance reasonably satisfactory to the Agent, and to take all actions necessary or advisable in the opinion of the Required Holders or the Agent to cause the Lien created by the Parent Borrower and reasonably acceptable applicable Security Agreement to the Administrative Agent; (2) With respect to each Leased Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for the owner or holder of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Leased Mortgaged Property; (3) With respect to each Leased Mortgaged Property, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, be duly perfected to the extent required by, and by such agreement in accordance withwith all applicable Requirements of Law, all Governmental Real Property Disclosure Requirements applicable to including the filing of financing statements in such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed to the Collateral Agent in form jurisdictions as may be reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed requested by the Parent Borrower and Required Holders or the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c).Agent

Post-Closing Collateral Matters. (a) Within Parent shall or shall cause each of its Restricted Subsidiaries to use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent each of the following items within 120 days after the Original Closing Date, unless waived or extended by the Administrative Agent Issue Date (and in its sole discretion, the applicable Loan Party shall deliver any event as soon as reasonably practicable thereafter); provided that to the Administrative Agentextent it shall be necessary for Parent or any Restricted Subsidiary to initiate or defend one or more appropriate actions, suits or proceedings at law, equity or otherwise to clear or quiet title in order that valid and indefeasible title to any Real Property shall be vested of record in the Issuer or applicable Guarantor free and clear of all Liens other than Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement) (such action, suit or proceeding, a “Title Action”), such post-closing period shall be extended for so long as Parent or the appropriate Restricted Subsidiary shall, in good faith, promptly commence and diligently prosecute such Title Action; (i) with respect to each Owned Real Property described in Annex A hereto (each, a “Mortgaged Property, the following:”), (1A) title, UCC fixture filing, judgment, bankruptcy and tax lien searches confirming that such Real Property is subject to no Liens other than Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement); (B) a Mortgage duly authorized, executed and acknowledged by the Issuer or Guarantor that is the record owner of such Real Property (as revealed in the title search described in clause (A) above) encumbering each Owned Mortgaged such Real Property in favor of the Collateral Agent for the benefit of the Secured Parties, together with evidence that counterparts of such Mortgage (and any and all other affidavits, certificates or other instruments relating thereto required to record such mortgage) have been delivered to the Title Company for recording in all places necessary to effectively create a valid and enforceable first priority Security Interest on such Real Property in favor of the Collateral Agent for the benefit of the Secured Parties securing the Secured Obligations (as defined in the Security Agreement) subject to no Liens other than Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement); provided that to the extent any title search reveals (or it is otherwise revealed) that the owner of any such Real Property is a Person other than the Issuer or any Guarantor, Parent shall or shall cause each of its Restricted Subsidiaries to deliver to the Trustee and the Collateral Agent such deeds, certificates of merger and other instruments of transfer duly authorized, executed and acknowledged in form for filing in the appropriate jurisdiction, together with evidence that counterparts thereof (and any and all other affidavits, certificates or other instruments relating thereto required to record same) have been delivered to the Title Company for recording in all places necessary to effectively transfer, from the then record owner to the Issuer or applicable Guarantor, valid and indefeasible title to such Real Property; provided, further that such transfer shall not be required in the event that (1) any material adverse tax consequences shall result therefrom in relation to the value of the security to be afforded by granting a Security Interest on such Real Property in favor of the Collateral Agent for the benefit of the Secured Parties or (2) Parent or any appropriate Restricted Subsidiary shall have, in good faith, promptly commenced and diligently prosecuted all Title Actions to the fullest extent available at law, equity or otherwise to final, non-appealable judgment denying the validity of Parent’s or such Restricted Subsidiary’s claim; provided further that the book or fair market value of all Real Property excluded from such transfer requirement pursuant to clauses (1) and (2) of this clause (B), shall in no event exceed $10,000,000 in the aggregate; (C) proper fixture filings under the UCC on Form UCC-1 for filing in the appropriate jurisdictions in which such Real Property is located to perfect the Security Interests purported to be created by the applicable Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties; (D) to the extent not delivered on or prior to the Issue Date, policies or certificates of insurances covering such Real Property, which policies or certificates shall be substantially in the form of the policies or certificates of insurance delivered on the Issue Date and reflect the Collateral Agent, for the benefit of the Secured Parties, duly executed as additional insured and acknowledged loss payee and mortgagee and shall otherwise bear endorsements of the character contained in the policies or certificates of insurance delivered on the Issue Date; (E) evidence of payment by the Issuer of title and lien searches and examination charges, mortgage recording taxes, transfer taxes, fees, charges and all other costs and expenses required for the recording of the Mortgages, fixture filings and other instruments referred to above; and (F) an Opinion of Counsel, addressed to the Trustee and the Collateral Agent for the benefit of the Secured Parties, of counsel to the Issuer and Guarantors, or other special counsel, as to the due authorization, execution and delivery of such Mortgage by the relevant Issuer or Guarantor; (ii) with respect to each Loan Party that is the owner of or holder of Real Property described in Annex B hereto (each, a “Material Mortgaged Property”), (A) With respect to each Mortgage encumbering any interest in such Owned Material Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Owned Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) an ALTA loan policy of title insurance (or marked up title insurance commitment to issue such a policy having the effect of a policy of title insurance) insuring (or committing to insure) the Lien lien of the such Mortgage referred to above as a valid and enforceable first mortgage Lien priority Security Interest on the Owned Material Mortgaged Property and fixtures described therein therein, in an amount equal to not less than 100% of the Fair Market Value fair market value of such Owned Mortgaged PropertyProperty as reasonably determined, as determined in good faith faith, by the Parent Borrower Issuer and reasonably acceptable to the Administrative AgentCollateral Agent (such policies collectively, which policy (or such marked-up commitment) (eachthe “Mortgage Policies”), a “Title Policy”) shall (A) be issued by the Title Company, which reasonably assures the Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable Security Interests on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances (Bas defined in Schedule B to the Purchase Agreement) and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and shall include, as appropriate, to the extent necessaryavailable at commercially reasonably rates, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) and have been supplemented by such endorsements (or affirmative coverage in where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the policy Collateral Agent) as shall be reasonably requested by the Administrative Agent (includingCollateral Agent, without limitation, including endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, doing business, variable rate, environmental lien (provided that in the case of each Material Mortgaged Property located in New York, including endorsements on matters relating to usury, first dollar, last dollar, contiguity, doing business, public road access, survey, variable rate, mortgage recording taxenvironmental, revolving creditlien, waiver of arbitrationsubdivision, and so-separate tax lot, so called comprehensive coverage over covenants and restrictionsrestrictions and standard New York endorsements) and which shall not include an exception for mechanics’ liens or creditors’ rights (if available after using commercially reasonable efforts and except to the extent such mechanics’ liens or creditors’ rights are Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement)), and shall provide for affirmative insurance and such reinsurance (Eincluding direct access agreements) contain no exceptions to title other than Permitted as the Collateral Liens;Agent may reasonably request (if made available by the Title Company after using commercially reasonable efforts). (3B) an Opinion of Counsel, addressed to the Trustee and the Collateral Agent for its benefit and the benefit of the Secured Parties, from (i) counsel to the Issuer and Guarantors, or other special counsel, as to the due authorization, execution and delivery of each Mortgage by the applicable Issuer or Guarantor; and (ii) local counsel in each jurisdiction where each Material Mortgaged Property is located, as to the enforceability of the applicable Mortgage and such other matters as shall be reasonably requested by the Trustee. (C) a survey with respect to such Material Mortgaged Property to the extent necessary to cause the Title Company to issue the Mortgage Policy required by Section 10.1(c)(ii)(A). (D) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce by the Title Company to issue the Title Mortgage Policies and endorsements contemplated above;required by Section 10.1(c)(ii)(A). (4iii) evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers 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 Mortgages and issuance of the Title Policies referred to above;[Intentionally omitted]. (5iv) access to copies of all leases in which the Parent Borrower event any title search reveals (or any other Restricted Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent it is otherwise revealed) that any of the foregoing affect Issuer or its Subsidiaries own any Owned Mortgaged Property, and does not constitute a Permitted Collateral Lien, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Agent; (6) each Company shall have made all notifications, registrations and filings, to the extent required by, and fee interest in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey; (8) a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvement located on any such Owned Mortgaged Property is located in the United States having a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with evidence book value or estimated fair market value in excess of flood insurance as required by Section 8.03(c); and $2,500,000 (9) favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Owned Mortgaged Property. (b) Within 120 days after the Original Closing Date, the applicable Loan Parties shall make commercially reasonable efforts to deliver to the Administrative Agent (unless waived or extended by the Administrative Agent in its sole discretion), the following: (1) A Mortgage encumbering each Leased Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Leased Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower Board of Directors of the Issuer or such Subsidiary and reasonably acceptable set forth in an Officers’ Certificate delivered to the Administrative Agent; Trustee) for purpose of this clause (2) With respect to each Leased Mortgaged Propertyiv), such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements Real Property shall be deemed to be Real Property acquired by such Issuer or other instruments as necessary in order for Subsidiary and the owner Issuer or holder Subsidiary shall comply with the provisions of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated by the Mortgage Section 10.1(b) with respect to such Leased Mortgaged Real Property; (3) With respect to each Leased Mortgaged Property, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c).

Post-Closing Collateral Matters. Within 90 days of the Amendment Date (or such later date as the Collateral Agent shall agree), the Borrower shall have delivered, with respect each existing Mortgaged Property: (i) either: (a) Within 120 days after written confirmation (which confirmation may be provided in the Original Closing Date, unless waived or extended by the Administrative Agent form of an electronic mail acknowledgment in its sole discretion, the applicable Loan Party shall deliver form and substance reasonably satisfactory to the Administrative Agent, with respect to each Owned Mortgaged Property, the following: (1) a Mortgage encumbering each Owned Mortgaged Property in favor of the Collateral Agent) from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, for the benefit of the Secured Parties; and (y) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, for the benefit of the Secured Parties; or (b) the following documentation with respect to the Mortgaged Property: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by each the applicable Loan Party that is the owner of or holder of any interest in such Owned Mortgaged PropertyParty, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Owned Mortgaged Property is situatedMortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirementslaw, in each case in form and substance reasonably satisfactory to the Borrower and Collateral Agent; (ii) a date down, modification and/or so-called “non-impairment endorsement to the existing mortgage title insurance policies (each, a “Mortgage Endorsement,” collectively, the “Mortgage Endorsements”) relating to the Mortgage encumbering the Mortgaged Property subject to such Mortgage assuring the Collateral Agent that such Mortgage, as amended by such Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects, encumbrances and liens except for Permitted Encumbrances (as defined in each Mortgage), and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Administrative the Collateral Agent (iii) a customary legal opinion or opinions, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal addressed to the Fair Market Value Collateral Agent for itself and the benefit of each of the Owned Mortgaged Property encumbered therebySecured Parties covering the due authorization, execution, delivery and enforceability of the applicable Mortgage as determined in good faith amended by the Parent Borrower Mortgage Amendment in form and substance reasonably acceptable satisfactory to the Administrative Collateral Agent;; and (2) an ALTA loan policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of the Mortgage referred to above as a valid first mortgage Lien on the Owned Mortgaged Property and fixtures described therein in an amount equal to the Fair Market Value of such Owned Mortgaged Property, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent, which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements or affirmative coverage in the policy as shall be reasonably requested by the Administrative Agent (including, without limitation, endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, survey, variable rate, mortgage recording tax, revolving credit, waiver of arbitration, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted Collateral Liens; (3iv) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company title insurance company to issue the Title Policies and endorsements contemplated above; (4) evidence reasonably acceptable to the Administrative Agent Mortgage Policy contemplated in this Schedule I and evidence of payment by the Borrowers Borrower of all Title Policy applicable title insurance premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages Mortgage Amendment and issuance of the Title Policies endorsement to the Mortgage Policy referred to above; (5) access to copies of all leases in which the Parent Borrower or any other Restricted Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Owned Mortgaged Property, and does not constitute a Permitted Collateral Lien, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Agent; (6) each Company shall have made all notifications, registrations and filings, above to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey; (8) a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvement located on any such Owned Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c); and (9) favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Owned Mortgaged Propertyinvoiced. (b) Within 120 days after the Original Closing Date, the applicable Loan Parties shall make commercially reasonable efforts to deliver to the Administrative Agent (unless waived or extended by the Administrative Agent in its sole discretion), the following: (1) A Mortgage encumbering each Leased Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Leased Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) With respect to each Leased Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for the owner or holder of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Leased Mortgaged Property; (3) With respect to each Leased Mortgaged Property, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c).

Post-Closing Collateral Matters. (a) Within 120 The Collateral Agent shall have received, to the extent not delivered on the Amendment and Restatement Date, within 60 days after of the Original Closing Amendment and Restatement Date, unless waived or extended by the Administrative Collateral Agent in its the sole discretion, the applicable Loan Party shall deliver to the Administrative Agent, with respect to each Owned Mortgaged Property, the following: (1) a Mortgage encumbering each Owned Mortgaged Property in favor discretion of the Collateral Agent: (i) With respect to each Mortgage encumbering Mortgaged Property, for the benefit of the Secured Parties, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by each the applicable Loan Party that is the owner of or holder of any interest in such Owned Mortgaged PropertyParty, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Owned Mortgaged Property is situatedMortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirementslaw, in each case in form and substance reasonably satisfactory to the Collateral Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction; (ii) A datedown endorsement to the existing mortgage title insurance policies (each, a “Mortgage Policy,” collectively, the “Mortgage Policies”) relating to the Mortgage encumbering the Mortgaged Property subject to such Mortgage assuring the Collateral Agent that such Mortgage, as amended by such Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects, encumbrances and liens except for Permitted Encumbrances (as defined in each Mortgage), and such financing statements Mortgage Policy shall otherwise be in form and any substance reasonably satisfactory to the Collateral Agent; (iii) With respect to each Mortgage Amendment relating to Mortgaged Property located in North Carolina, an opinion of local counsel to the Loan Parties, which opinion shall be addressed to the Administrative Agent and Collateral Agent and the Secured Parties, shall cover the enforceability of the respective Mortgage as amended by such Mortgage Amendment, the due authorization, execution and delivery of the Mortgage Amendment and such other instruments necessary matters incident to grant a mortgage lien under the laws of any applicable jurisdiction, all of which transactions contemplated herein as the Collateral Agent may reasonably request and shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Collateral Agent; (2iv) With respect to each Mortgage Amendment other than the Mortgage Amendments relating to the Mortgaged Property located in North Carolina, an ALTA loan policy of title insurance (or marked up title insurance commitment having opinion from Xxxxxx and Xxxxxxx LLP, which opinion shall be addressed to the effect of a policy of title insurance) insuring Administrative Agent and Collateral Agent and the Lien Secured Parties and shall cover the due authorization, execution and delivery of the Mortgage referred to above as a valid first mortgage Lien on the Owned Mortgaged Property Amendment, in form and fixtures described therein in an amount equal substance reasonably satisfactory to the Fair Market Value of such Owned Collateral Agent (v) With respect to each Mortgaged Property, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent, which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements or affirmative coverage in the policy as shall be reasonably requested by the Administrative Agent (including, without limitation, endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, survey, variable rate, mortgage recording tax, revolving credit, waiver of arbitration, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted Collateral Liens; (3) such affidavits, certificates, information (including financial data) and instruments of indemnification (including without limitation, a so-called “gap” indemnification) as shall be required to induce the Title Company title company to issue the Title Policies and endorsements contemplated above;Mortgage Policies; and (4vi) evidence reasonably Evidence acceptable to the Administrative Collateral Agent of payment by the Borrowers Borrower of all Title Policy applicable title insurance premiums, search and examination charges, escrow charges survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies referred to above; (5) access to copies of all leases in which the Parent Borrower or any other Restricted Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Owned Mortgaged Property, and does not constitute a Permitted Collateral Lien, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Agent; (6) each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey; (8) a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvement located on any such Owned Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c); and (9) favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Owned Mortgaged PropertyPolicies. (b) Within 120 days after the Original Closing Date, the applicable Loan Parties shall make commercially reasonable efforts to deliver to the Administrative Agent (unless waived or extended by the Administrative Agent in its sole discretion), the following: (1) A Mortgage encumbering each Leased Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Leased Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) With respect to each Leased Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for the owner or holder of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Leased Mortgaged Property; (3) With respect to each Leased Mortgaged Property, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c).

Post-Closing Collateral Matters. Execute and deliver the documents and complete the tasks set forth below in this Section 5.16, in each case within the time limits specified below: (a) Real Property Collateral: Within 120 60 days after of the Original Closing Date, unless waived or extended by the Administrative Agent in its sole discretion, the applicable Loan Party shall deliver to the Administrative Agent, : (i) with respect to each Owned Mortgaged PropertyMortgage, the following: (1) a Mortgage encumbering each Owned Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Owned Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Owned Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) an ALTA loan policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of the such Mortgage referred to above as a valid first mortgage Lien on the Owned Mortgaged Property and fixtures described therein in an the amount equal to not less than 115% of the Fair Market Value of such Owned Mortgaged PropertyProperty and fixtures, which Fair Market Value as determined in good faith by of the Parent Borrower and reasonably acceptable to the Administrative AgentClosing Date is set forth on Schedule 5.16(a), which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Collateral Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law Legal Requirements (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements (or affirmative coverage in where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the policy Collateral Agent) as shall be reasonably requested by the Administrative Collateral Agent (including, without limitation, including endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, mortgage recording taxenvironmental lien, subdivision, separate tax lot, revolving credit, waiver of arbitration, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted exceptions reasonably acceptable to the Collateral LiensAgent; (3ii) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policies Policy/ies and endorsements contemplated above; (4iii) evidence reasonably acceptable to the Administrative Collateral Agent of payment by the Borrowers 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 Mortgages and issuance of the Title Policies referred to above; (5) access to copies of all leases in which the Parent Borrower or any other Restricted Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Owned Mortgaged Property, and does not constitute a Permitted Collateral Lien, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Agent; (6) each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey; (8) a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvement located on any such Owned Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c); and (9iv) favorable written opinion(s) of counsel addressed Surveys with respect to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Owned each Mortgaged Property. (b) Within 120 days after the Original Closing Date, the applicable Loan Parties shall make commercially reasonable efforts to deliver to the Administrative Agent (unless waived or extended by the Administrative Agent in its sole discretion), the following: (1) A Mortgage encumbering each Leased Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Leased Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) With respect to each Leased Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for the owner or holder of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Leased Mortgaged Property; (3) With respect to each Leased Mortgaged Property, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c).

Post-Closing Collateral Matters. To the extent such items have not been delivered as of the Amendment Effective Date, within thirty (a30) Within 120 days after the Original Closing Amendment Effective Date, unless waived or extended by the Administrative Agent in its sole discretion, ; (a) the applicable Loan Party shall deliver to the Administrative Agent, with respect to each Owned Mortgaged Property, the following: (1) a Mortgage encumbering each Owned Mortgaged Property in favor of the Collateral Agent, for the benefit any lien search reports not yet delivered and required by Section 4(m)(v) of the Secured PartiesAmendment Agreement, duly executed if available, and acknowledged shall within thirty (30) days of receipt of such reports, or such longer period as the Collateral Agent may agree in its sole discretion discharge (unless waived by each the Collateral Agent in its sole discretion) any Liens, other than Liens that would be permitted to exist on such Collateral by the Loan Documents on the Amendment Effective Date, set forth in such results; (b) the Borrower shall deliver to the Administrative Agent all certificates of good standing not yet delivered and required by Section 4(c) of the Amendment Agreement; (c) To the extent not otherwise merged with and into a Loan Party that is in accordance with Section 6.05(d), Borrower shall (i) deliver to the owner Collateral Agent the certificates, if any, representing all of or holder the Equity Interests of any interest in such Owned Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Owned Mortgaged Property is situatedTexana JV, together with the appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental RequirementsEquity Interests, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect intercompany notes owing from Texana JV to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured Loan Party together with instruments of transfer executed and delivered in blank by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) an ALTA loan policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of the Mortgage referred to above as a valid first mortgage Lien on the Owned Mortgaged Property and fixtures described therein in an amount equal to the Fair Market Value duly authorized officer of such Owned Mortgaged Property, as determined in good faith by the Parent Borrower Loan Party and reasonably acceptable to the Administrative Agent, which policy (or such marked-up commitmentii) (each, a “Title Policy”) shall cause Texana JV (A) be issued by to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor and a joinder agreement to the Title Companyapplicable Security Agreement, substantially in the form annexed thereto and (B) to take all actions necessary or reasonably advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Agreement to be duly perfected to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented required by such endorsements or affirmative coverage agreement in accordance with all applicable Requirements of Law, including the policy filing of financing statements in such jurisdictions as shall may be reasonably requested by the Administrative Agent (including, without limitation, endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, survey, variable rate, mortgage recording tax, revolving credit, waiver of arbitration, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted Collateral Liens; (3) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policies and endorsements contemplated above; (4) evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers 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 Mortgages and issuance of the Title Policies referred to above; (5) access to copies of all leases in which the Parent Borrower or any other Restricted Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Owned Mortgaged Property, and does not constitute a Permitted Collateral Lien, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Agent; (6) each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey; (8) a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvement located on any such Owned Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c); and (9) favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Owned Mortgaged Property. (b) Within 120 days after the Original Closing Date, the applicable Loan Parties shall make commercially reasonable efforts to deliver to the Administrative Agent (unless waived or extended by the Administrative Agent in its sole discretion), the following: (1) A Mortgage encumbering each Leased Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Leased Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) With respect to each Leased Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for the owner or holder of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Leased Mortgaged Property; (3) With respect to each Leased Mortgaged Property, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c).

Post-Closing Collateral Matters. (a) Within 120 days The Issuer and each applicable Grantor shall use commercially reasonable efforts to execute and deliver, in each case within a reasonable amount of time after the Original Closing Datedate hereof Mortgages, unless waived or extended in substantially the form of Exhibit D hereto (with such changes as may be necessary for local law matters) and encumbering each of the properties listed on Schedule 7(a) to the Perfection Certificate as Real Property to be mortgaged, duly executed by the Administrative Agent in its sole discretionappropriate Grantors, the applicable Loan Party shall deliver to the Administrative Agent, with respect to each Owned Mortgaged Property, the followingtogether with: (1i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered by the applicable Grantor that is the owner or holder of the fee or leasehold interest in the Mortgaged Premises, as applicable, and otherwise are in form suitable for filing or recording in all filing or recording offices reasonably necessary to create a Mortgage encumbering each Owned valid and subsisting Lien on the Mortgaged Property Premises described therein in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesParties and that all filing, duly executed documentary, stamp, intangible and acknowledged by each Loan Party that is the owner of or holder of any interest in such Owned Mortgaged Property, recording taxes and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Owned Mortgaged Property is situated, fees have been paid together with such certificatescertifications, affidavits, questionnaires or returns as shall be required in connection with the execution, recording or and filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, each Mortgage; (ii) with respect to any those Mortgaged Premises located in New York and the Chambersburg Blacktop and Quarry, Lewisburg, Xxxxxxxxxx, Xxxxxx Forge and Roaring Spring Mortgaged Premises in Pennsylvania fully paid American Land Title Association Lender’s title insurance policies (the “Mortgage subject to statePolicies”), county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) together with customary endorsements available without an ALTA loan policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of the Mortgage referred to above as a valid first mortgage Lien on the Owned Mortgaged Property and fixtures described therein survey, in an amount equal to $120,000,000 in New York and $100,000,000 in Pennsylvania, at standard rates, by title insurers, insuring the Fair Market Value Mortgages to be valid and subsisting Liens on the property described therein, free and clear of such Owned Mortgaged Propertyall defects, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent, which policy excepting only Permitted Liens (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements or affirmative coverage in the policy as shall be reasonably requested by the Administrative Agent (including, without limitation, endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, survey, variable rate, mortgage recording tax, revolving credit, waiver of arbitration, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted Collateral mechanics’ and material-men’s Liens) and providing for other customary affirmative insurance; (3iii) if not previously delivered to the Collateral Agent in connection with the closing, evidence of the insurance required by the terms of the Mortgage; (iv) with respect to each Mortgaged Premises as to which the Mortgage is to be insured, such affidavits, certificates, information (including financial data) certificates and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company title company to issue the Title Policies title insurance policies and endorsements contemplated above; (4v) evidence reasonably acceptable with respect to the Administrative Agent of payment by the Borrowers each Mortgaged Premises, copies of all Title Policy premiumsMaterial Leases, search as such term is defined in the Mortgages (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and examination chargeswhether now in existence or hereafter entered into, escrow charges affecting the use or occupancy of all or any portion of any Mortgaged Premises, and related chargeswith respect to such Material Leases, mortgage recording taxes, fees, charges, costs and expenses required for the recording Mortgagor shall take such action as shall be reasonably necessary to ensure accuracy of Section 3.5(x) of the Mortgages and issuance of the Title Policies referred to aboveMortgages; (5vi) access to copies of all leases in which the Parent Borrower or any other Restricted Subsidiary holds the lessor’s interest or other agreements relating to possessory interestsopinions, if any. To the extent any of the foregoing affect any Owned Mortgaged Property, and does not constitute a Permitted Collateral Lien, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Agent; (6) each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey; (8) a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvement located on any such Owned Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c); and (9) favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Owned Mortgaged Property. (b) Within 120 days after the Original Closing Date, the applicable Loan Parties shall make commercially reasonable efforts to deliver to the Administrative Agent (unless waived or extended by the Administrative Agent in its sole discretion), the following: (1) A Mortgage encumbering each Leased Mortgaged Property in favor of the Collateral Agent, for the benefit of and the Secured Parties, duly executed of local counsel in each of the jurisdictions where Mortgaged Premises is located, with respect to customary matters; (vii) evidence of the recording of the Mortgages; (viii) within thirty (30) days following the Closing Date (subject to any extension agreed to by the ABL Agent), to the Collateral Agent a legal description and acknowledged property information sufficient to file an as-extracted collateral Uniform Commercial Code filing for each parcel of real property owned or leased by each Loan Party any Grantor that is not subject to a Mortgage, but upon which there is located an active quarry; (ix) with respect to the owner of or holder of any interest leased Mortgaged Premises located in such Leased Mortgaged PropertyBerks County, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Leased Mortgaged Property is situatedPennsylvania, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be landlord’s agreement in form and substance reasonably satisfactory acceptable to Administrative the Collateral Agent, provided thatduly executed and delivered by the landlord under the Mortgaged Lease (as defined in the Mortgage relating to such Mortgaged Property) and the applicable Grantor, as tenant; and (x) with respect to any Mortgage subject to statethe leased Mortgaged Premises located in Northumberland County, county or municipal recordingPennsylvania, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest evidence in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower form and substance reasonably acceptable to the Administrative Agent; (2) With respect Collateral Agent that the lease thereto has been extended to each Leased Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for a current date. Neither the owner or holder Collateral Agent nor the Trustee undertakes any responsibility whatsoever to determine whether any of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Leased Mortgaged Property; (3foregoing covenants in this Section 4(r) With respect to each Leased Mortgaged Propertyhave been satisfied, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording neither shall have any liability whatsoever arising out of the Mortgages referred failure of the Issuer or any of the Grantors to above; (4) With respect satisfy such post-closing requirements, other than to each Leased Mortgaged Propertytake receipt of the Officers’ Certificate described in the next sentence. Within 90 days of the date hereof, each Company the Issuer shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed deliver to the Collateral Agent and the Trustee an Officers’ Certificate (upon which the Trustee and Collateral Agent shall be fully protected in relying), certifying that (i) the deliverables indicated above in this Section 4(r) are substantially similar in form reasonably satisfactory and substance to those delivered to the Administrative ABL Agent opining as to and (ii) the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located post-closing covenants set forth in a state where fewer than ten (10Section 4(r) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c)have been fully satisfied.

Post-Closing Collateral Matters. (a) Within 120 The Issuer and each applicable Pledgor shall use commercially reasonable efforts to execute and deliver, in each case within 180 days after the Original Closing Datedate hereof, unless waived or extended by the Administrative Agent in its sole discretion, the applicable Loan Party shall deliver except to the Administrative Agentextent any such security interest cannot be perfected with commercially reasonable efforts or this Agreement and the other Security Documents do not require the perfection of such security interest, with respect to each Owned Mortgaged Property, the followingas follows: (1) a Mortgage the Control Agreements that are required to be delivered in accordance with Section 3.4 (b) and (c), duly executed by the appropriate parties; (2) deeds of trust, trust deeds, deeds to secure debt, mortgages, in substantially the form of Exhibit H to the Credit Agreement (with such changes as may be satisfactory to the Collateral Agent and its counsel to account for local law matters) and encumbering each Owned of the properties listed on Schedule 7(a) to the Perfection Certificate as real property to be mortgaged (together with each other mortgage delivered pursuant to this Section 4.11, in each case as may be amended, modified, restated or amended and restated from time to time, the “Mortgages”), duly executed by the appropriate Loan Party, together with: a. evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered by the applicable Pledgor that is the owner or holder of any interest in the Mortgaged Property and otherwise are in form suitable for filing or recording in all filing or recording offices reasonably necessary to create a valid second and subsisting Lien on the Mortgaged Property described therein in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesParties and that all filing, duly executed documentary, stamp, intangible and acknowledged by each Loan Party that is the owner of or holder of any interest in such Owned Mortgaged Property, recording taxes and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Owned Mortgaged Property is situated, fees have been paid together with such certificatescertifications, affidavits, questionnaires or returns as shall be required in connection with the execution, recording or and filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent;each Mortgage, (2) an ALTA loan policy of b. fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of the “Mortgage referred to above as a valid first mortgage Lien on the Owned Mortgaged Property Policies”), together with customary endorsements and fixtures described therein in an amount equal to not less than 105% of the Fair Market Value fair market value of the Mortgaged Property issued, at standard rates, by title insurers, insuring the Mortgages to be valid second and subsisting Liens on the property described therein, free and clear of all defects, excepting only Permitted Encumbrances (other than mechanics’ and materialmen’s Liens) and providing for other customary affirmative insurance. c. American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than 60 days before the date of this Agreement, certified to the Collateral Agent and the issuer of the Mortgage Policies in a customary manner by a land surveyor duly registered and licensed in the States in which the property described in such Owned surveys is located, and which surveys shall be sufficient for the title company issuing the Mortgage Policies to review all standard survey exceptions from the Mortgage Policies, d. if not previously delivered to the Collateral Agent in connection with the Closing, evidence of the insurance required by the terms of the Mortgage, e. with respect to each Mortgaged Property, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent, which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements or affirmative coverage in the policy as shall be reasonably requested by the Administrative Agent (including, without limitation, endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, survey, variable rate, mortgage recording tax, revolving credit, waiver of arbitration, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted Collateral Liens; (3) such affidavits, certificates, information (including financial data) certificates and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company title company to issue the Title Policies Mortgage Policy/ies and endorsements contemplated above; (4) evidence reasonably acceptable f. with respect to the Administrative Agent of payment by the Borrowers of all Title Policy premiumseach Mortgaged Property, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies referred to above; (5) access to copies of all leases material leases, subleases, occupancy agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Mortgaged Property in which the Parent Borrower or any other Restricted Subsidiary Pledgor holds the lessor’s interest or other agreements relating to a possessory interests, if any. To the extent any with respect to such Leases, Mortgagor shall take such action as shall be reasonably necessary to ensure validity of Section 3.5(x) of the foregoing affect Mortgages, provided Mortgagor has the right to effectuate such subordination under the terms of any Owned Mortgaged Property, and does not constitute a Permitted Collateral Lien, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Agent;Lease. (6) each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey; (8) g. a completed Federal Emergency Management Agency “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination, and, if any portion of the improvement located on any such Owned Determination with respect to each Mortgaged Property is located in a Special Flood Hazard Areathe United States, together with (x) a notice about Special Flood Hazard Area special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with Pledgor and (y) evidence of insurance with respect to those real properties containing buildings determined to be in a special flood insurance as required by Section 8.03(c)hazard area; and (9) favorable written opinion(s) of counsel h. the opinions, addressed to the Collateral Agent and the Secured Parties, of local counsel in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability each of the Mortgage encumbering said Owned jurisdictions where Mortgaged Property.Property is located, with respect to customary matters (b3) Within 120 days after In the Original Closing event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Date, the applicable Loan Parties Pledgors shall make commercially reasonable efforts notify the Collateral Agent thereof in writing and take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Secured Obligations under the Indenture. Neither the Collateral Agent nor the Trustee undertakes any responsibility whatsoever to determine whether any of the foregoing covenants in this Section 4.11 and the covenant in Section 4.14 have been satisfied, and neither shall have any liability whatsoever arising out of the failure of the Issuer or any of the Pledgors to satisfy such post-closing requirements, other than to take receipt of the Officers’ Certificate described in the next sentence. Within 180 days of the date hereof, the Issuer shall deliver to the Collateral Agent and the Trustee an Officers’ Certificate (upon which the Trustee and Collateral Agent shall be fully protected in relying), certifying that (i) the deliverables indicated above in this Section 4.11 are substantially similar in form and substance to those delivered to the Administrative Agent (unless waived or extended by other than the Administrative Agent subordination provisions contained therein) and (ii) the post-closing covenants set forth in its sole discretion), the following: (1) A Mortgage encumbering each Leased Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Leased Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) With respect to each Leased Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for the owner or holder of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Leased Mortgaged Property; (3) With respect to each Leased Mortgaged Property, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower 4.11 and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by covenant set forth in Section 8.03(c)4.14 have been satisfied.

Post-Closing Collateral Matters. Within ninety (a90) Within 120 days after the Original First Amendment Closing Date, unless waived or extended by the Administrative Agent in its sole discretion, the applicable Loan Party shall deliver to the Administrative Agent, with respect to each Owned Mortgaged PropertyProperty (as defined in the Mortgages), the following: (1a) a with respect to each Mortgage encumbering Mortgaged Property, an amendment to the principal amount secured thereby to include the principal amount under the Increase Joinder dated May 30, 2006 (each Owned Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, a “Mortgage Amendment”) duly executed and acknowledged by each the applicable Loan Party that is the owner of or holder of any interest in such Owned Mortgaged PropertyParty, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Owned Mortgaged Property is situatedMortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirementslaw, in each case in form and substance reasonably satisfactory to the Collateral Agent; (b) with respect to each Mortgage Amendment, a copy of the existing mortgage title insurance policy and an endorsement with respect thereto (collectively, the “Mortgage Policy”) relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment, is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all Liens except Permitted Liens and those Liens created or permitted by the Credit Agreement and the Collateral Documents or by the Collateral Agent, and such financing statements Mortgage Policy shall otherwise be in form and any other instruments necessary substance reasonably satisfactory to grant a mortgage lien under the laws Collateral Agent; (c) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of any applicable jurisdictionlocal counsel to the Loan Parties, all which opinions (x) shall be addressed to each Agent and each of which the Lenders, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment, and (z) shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) an ALTA loan policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of the Mortgage referred to above as a valid first mortgage Lien on the Owned Mortgaged Property and fixtures described therein in an amount equal to the Fair Market Value of such Owned Mortgaged Property, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent, which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements or affirmative coverage in the policy as shall be reasonably requested by the Administrative Agent (including, without limitation, endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, survey, variable rate, mortgage recording tax, revolving credit, waiver of arbitration, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted Collateral Liens; (3) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policies and endorsements contemplated above; (4) evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers 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 Mortgages and issuance of the Title Policies referred to above; (5) access to copies of all leases in which the Parent Borrower or any other Restricted Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Owned Mortgaged Property, and does not constitute a Permitted Collateral Lien, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Agent; (6) each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey; (8) a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvement located on any such Owned Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c); and (9) favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Owned Mortgaged PropertyAgents. (b) Within 120 days after the Original Closing Date, the applicable Loan Parties shall make commercially reasonable efforts to deliver to the Administrative Agent (unless waived or extended by the Administrative Agent in its sole discretion), the following: (1) A Mortgage encumbering each Leased Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision where each such Leased Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) With respect to each Leased Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for the owner or holder of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Leased Mortgaged Property; (3) With respect to each Leased Mortgaged Property, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c).

Post-Closing Collateral Matters. (a) Within 120 [The Company shall or shall cause each of its Restricted Subsidiaries to use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent each of the following items within 60 days after the Original Closing Date, unless waived Issue Date (it being understood that neither the Collateral Agent nor the Trustee shall have any responsibility or extended obligation for any delay or failure to deliver such items on a timely basis (or such later date as may be agreed by the Administrative Collateral Agent in its sole discretion, as directed by the applicable Loan Party shall deliver to the Administrative Agent, Required Holders); (1) with respect to each Owned Mortgaged [Real Property, the following:] owned in fee simple and described in Annex A-1 hereto, (1A) if required by applicable law, an appraisal of the fair market value of such parcel performed by an appraisal firm selected by the Company; provided that this clause (a) shall only apply to owned real property acquired after the Issue Date; (B) a Mortgage duly authorized, executed and acknowledged by the Company or Guarantor that is the record owner of such Real Property encumbering each Owned Mortgaged such Real Property in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, duly executed together with evidence that counterparts of such Mortgage (and acknowledged by each Loan Party that is any and all other affidavits, certificates or other instruments relating thereto required to record such mortgage) have been delivered to the owner of or holder of any interest in such Owned Mortgaged Property, and otherwise in proper form title company for recording in all places necessary to effectively create a valid and enforceable Security Interest on such Real Property in favor of the recording office Collateral Agent for the benefit of each applicable political subdivision where each the Secured Parties securing the Secured Obligations (as defined in the Security Agreement) subject to no Liens other than Permitted Encumbrances; (C) proper fixture filings under the UCC on Form UCC-1 for filing in the appropriate jurisdictions in which such Owned Mortgaged Real Property is situatedlocated to perfect the Security Interests purported to be created by the applicable Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties; (D) an ALTA mortgage title insurance policy from a title insurance company, together with such certificateswithout standard exceptions, affidavitsinsuring the Collateral Agent’s mortgage, questionnaires or returns as to be a second lien on the subject property, subject only to Permitted Collateral Liens and Permitted Encumbrances. The title policy shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirementscontain zoning compliance, and such financing statements usury, comprehensive, and any other instruments necessary to grant endorsements customarily required and available in the applicable state; (E) if required by the Priority Lien Collateral Agent, a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance survey or survey update reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent; (2) an ALTA loan policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of the Mortgage referred to above as a valid first mortgage Lien on the Owned Mortgaged Property and fixtures described therein in an amount equal to the Fair Market Value of such Owned Mortgaged Property, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent, which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements or affirmative coverage in the policy as shall be reasonably requested by the Administrative Agent (including, without limitation, endorsements on matters relating to usury, doing business, access, environmental lien, contiguity, separate tax lot, first loss, last dollar, survey, variable rate, mortgage recording tax, revolving credit, waiver of arbitration, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted Collateral Liens; (3) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policies and endorsements contemplated above; (4) evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers 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 Mortgages and issuance of the Title Policies referred to above; (5) access to copies of all leases in which the Parent Borrower or any other Restricted Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Owned Mortgaged Property, and does not constitute a Permitted Collateral Lien, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Agent; (6) each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Owned Mortgaged Property; (7) a Survey; (8) a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvement located on any such Owned Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c); and (9) favorable written opinion(s) of counsel addressed certified to the Collateral Agent and the title company, by a surveyor showing no encroachments or adverse rights, and showing ingress and egress, all recorded easements affecting the subject property which are plottable, whether or not the subject is in form a flood plain area, and such other information as the title company reasonably satisfactory requests; (F) an Opinion of Counsel, addressed to the Administrative Trustee and the Collateral Agent opining for its benefit and the benefit of the Secured Parties, from (i) counsel to the Company and Guarantors, or other special counsel, as to the due authorization, executionexecution and delivery of each Mortgage by the applicable Company or Guarantor; and (ii) local counsel in each jurisdiction where each Mortgaged Property is located, delivery, as to the enforceability of the Mortgage encumbering said Owned Mortgaged Propertyapplicable Mortgage; (G) evidence of flood insurance, if required by applicable law; and (H) any written environmental audit or risk assessment delivered to the Priority Lien Collateral Agent; provided that this clause (H) shall only apply to owned real property acquired after the Issue Date. (b2) Within 120 days with respect to each leased Real Property owned in fee simple and described in Annex A-2 hereto, (A) an agreement pursuant to which a lessor of real property which is encumbered by a leasehold mortgage acknowledges and consents to the granting of a mortgage on the tenant’s leasehold interest in the real property, and subordinates or waives any Liens held by such lessor on the tenant’s leasehold interest and personal property as the same may be amended, restated or otherwise modified from time to time; (B) a copy of the signed lease relating to such property; (C) if required by applicable law, an appraisal of the fair market value of such parcel performed by an appraisal firm selected by the Company; provided that this clause (a) shall only apply to owned real property acquired after the Original Closing Issue Date; (D) a Mortgage duly authorized, the applicable Loan Parties shall make commercially reasonable efforts to deliver to the Administrative Agent (unless waived or extended executed and acknowledged by the Administrative Agent in its sole discretion), Company or Guarantor that is the following: (1) A Mortgage record owner of such Real Property encumbering each Leased Mortgaged such Real Property in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, duly executed together with evidence that counterparts of such Mortgage (and acknowledged by each Loan Party that is any and all other affidavits, certificates or other instruments relating thereto required to record such mortgage) have been delivered to the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form title company for recording in all places necessary to effectively create a valid and enforceable Security Interest on such Real Property in favor of the recording office Collateral Agent for the benefit of each applicable political subdivision where each the Secured Parties securing the Secured Obligations (as defined in the Security Agreement) subject to no Liens other than Permitted Encumbrances; (E) proper fixture filings under the UCC on Form UCC-1 for filing in the appropriate jurisdictions in which such Leased Mortgaged Real Property is situatedlocated to perfect the Security Interests purported to be created by the applicable Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties; (F) an ALTA mortgage title insurance policy without standard exceptions insuring the Collateral Agent’s mortgage, together with such certificatesto be a second lien on the subject property, affidavitssubject only to Permitted Collateral Liens and Permitted Encumbrances. The title policy shall contain zoning compliance, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirementsusury, and such financing statements comprehensive, and any other instruments necessary to grant a mortgage lien under endorsements required by the laws of any applicable jurisdiction, all of which shall be Collateral Agent and available in form and substance reasonably satisfactory to Administrative Agent, provided that, with respect to any Mortgage subject to state, county or municipal recording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agentstate; (2G) With respect to each Leased Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for the owner or holder of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated if required by the Mortgage with respect to such Leased Mortgaged Property; (3) With respect to each Leased Mortgaged PropertyPriority Lien Collateral Agent, evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all a mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed survey or survey update certified to the Collateral Agent and the title company, by a surveyor showing no material encroachments or adverse rights and showing ingress and egress, all recorded easements affecting the subject property which are plottable, whether or not the subject is in form a flood plain area, and such other information as the title company reasonably satisfactory requests; (H) an Opinion of Counsel, addressed to the Administrative Trustee and the Collateral Agent opining for its benefit and the benefit of the Secured Parties, from (i) counsel to the Company and Guarantors, or other special counsel, as to the due authorization, executionexecution and delivery of each Mortgage by the applicable Company or Guarantor; and (ii) local counsel in each jurisdiction where each Mortgaged Property is located, delivery, as to the enforceability of the Mortgage encumbering said Leased Mortgaged Property; provided thatapplicable Mortgage; (I) evidence of flood insurance, no opinions shall be if required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered by Mortgages pursuant to this Section 8.13(c)applicable law; and (6J) With any written environmental audit or risk assessment delivered to the Priority Lien Collateral Agent; provided that this clause (J) shall only apply to owned real property acquired after the Issue Date.] (3) [with respect to each Leased Mortgaged Property, a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion the control agreements referred to in Section 4.1(j) of the improvements on any Security Agreement, fully executed copies of such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c)control agreements.]

Post-Closing Collateral Matters. (a) Within 120 days after the Original Closing Date, unless waived or extended by the Administrative Agent in its sole discretion, the applicable Loan Party shall deliver to the Administrative Agent, with respect to each Owned Mortgaged Property, the following: (1) a Mortgage encumbering each Owned Mortgaged Property in favor of the Collateral Col- lateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Owned Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision subdivi- sion where each such Owned Mortgaged Property is situated, together with such certificates, affidavitsaffi- davits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements state- ments and any other instruments necessary to grant a mortgage lien under the laws of any applicable applica- ble jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Administra- tive Agent, provided that, with respect to any Mortgage subject to state, county or municipal recordingre- cording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the Owned Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Administra- tive Agent; (2) an ALTA loan policy of title insurance (or marked up title insurance commitment commit- ment having the effect of a policy of title insurance) insuring the Lien of the Mortgage referred to above as a valid first mortgage Lien on the Owned Mortgaged Property and fixtures described therein in an amount equal to the Fair Market Value of such Owned Mortgaged Property, as determined de- termined in good faith by the Parent Borrower and reasonably acceptable to the Administrative Agent, which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies poli- cies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements or affirmative af- firmative coverage in the policy as shall be reasonably requested by the Administrative Agent (includingin-cluding, without limitation, endorsements on matters relating to usury, doing business, access, environmental en- vironmental lien, contiguity, separate tax lot, first loss, last dollar, survey, variable rate, mortgage recording tax, revolving credit, waiver of arbitration, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted Collateral Liens; (3) such affidavits, certificates, information (including financial data) and instruments instru- ments of indemnification (including a so-called “gap” indemnification) as shall be required to induce in- duce the Title Company to issue the Title Policies and endorsements contemplated above; (4) evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all Title Policy premiums, search and examination charges, escrow charges and related re- lated charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording record- ing of the Mortgages and issuance of the Title Policies referred to above; (5) access to copies of all leases in which the Parent Borrower or any other Restricted Restrict- ed Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Owned Mortgaged Property, and does not constitute con- stitute a Permitted Collateral Lien, such agreement shall be subordinate to the Lien of the Mortgage Xxxx- xxxx to be recorded against such Owned Mortgaged Property, either expressly by its terms or pursuant pur- suant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably rea- sonably acceptable to the Administrative Agent; (6) each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements Require- ments applicable to such Owned Mortgaged Property; (7) a Survey; (8) a completed Federal Emergency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvement located on any such Owned Mortgaged Mort- gaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating theretothere- to, together with evidence of flood insurance as required by Section 8.03(c); and (9) favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, executionexe- cution, delivery, enforceability of the Mortgage encumbering said Owned Mortgaged Property. (b) Within 120 days after the Original Closing Date, the applicable Loan Parties shall make commercially commer- cially reasonable efforts to deliver to the Administrative Agent (unless waived or extended by the Administrative Agent in its sole discretion), the following: (1) A Mortgage encumbering each Leased Mortgaged Property in favor of the Collateral Col- lateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Leased Mortgaged Property, and otherwise in proper form for recording in the recording office of each applicable political subdivision subdivi- sion where each such Leased Mortgaged Property is situated, together with such certificates, affidavitsaffi- davits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Governmental Requirements, and such financing statements state- ments and any other instruments necessary to grant a mortgage lien under the laws of any applicable applica- ble jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Administra- tive Agent, provided that, with respect to any Mortgage subject to state, county or municipal recordingre- cording, documentary or intangible Taxes, the amount secured by such Mortgage shall not exceed an amount equal to the Fair Market Value of the applicable Loan Party’s leasehold interest in the Leased Mortgaged Property encumbered thereby, as determined in good faith by the Parent Borrower Bor- rower and reasonably acceptable to the Administrative Agent; (2) With respect to each Leased Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary in order for the owner or holder of the fee or leasehold interest constituting such Leased Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Leased Mortgaged Property; (3) With respect to each Leased Mortgaged Property, evidence reasonably acceptable accepta- ble to the Administrative Agent of payment by the Borrowers of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to above; (4) With respect to each Leased Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Leased Mortgaged Property; (5) With respect to each Leased Mortgaged Property, favorable written opinion(s) of counsel addressed to the Collateral Agent in form reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution, delivery, enforceability of the Mortgage encumbering en- cumbering said Leased Mortgaged Property; provided that, no opinions shall be required pursuant to this subsection with respect to any Leased Mortgaged Property located in a state where fewer than ten (10) Leased Mortgaged Properties (including such Leased Mortgaged Property) are encumbered en- cumbered by Mortgages pursuant to this Section 8.13(c); and (6) With respect to each Leased Mortgaged Property, a completed Federal Emergency Emer- gency Management Agency “Life-of-Loan” Flood Hazard Determination, and, if any portion of the improvements on any such Leased Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, together with evidence of flood insurance as required by Section 8.03(c).