Common use of Real Estate Mortgages and Filings Clause in Contracts

Real Estate Mortgages and Filings. With respect to the Mortgaged Real Properties, within 90 days of the Issue Date (or within 90 days of the acquisition of Qualified After-Acquired Real Property or in each case before such later date as agreed to by the administrative agent or the lenders under the Credit Agreement): (a) the Company shall deliver to the Collateral Agent a Mortgage with respect to each Mortgaged Real Property, each dated as of the Issue Date (or such later date on which such Mortgage is delivered in accordance with the requirements of this Indenture and/or the Collateral Documents), duly executed by the Company or the applicable Guarantor, together with evidence of recording (or satisfactory arrangements for the recording) of each such Mortgage (and payment of any taxes or fees in connection therewith) as necessary to create a valid, perfected at least second-priority Lien (subject to Permitted Liens); (b) the Collateral Agent shall have received ALTA title insurance policies in favor of the Collateral Agent, as mortgagee or beneficiary (as applicable) under each of the Mortgages, in the form necessary to insure that the Liens created by each Mortgage constitute valid and at least second-priority Liens on the Mortgaged Real Property (subject only to Permitted Liens), amounts satisfactory to the Collateral Agent assuring the Collateral Agent that the Mortgages on such Real Property Collateral are valid and enforceable second-priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the policies otherwise shall be in form and substance satisfactory to the Collateral Agent, and each such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered in connection with the Credit Agreement, if applicable, and to the extent available at commercially reasonable rates; and (c) the Company shall deliver to the Collateral Agent, with respect to each Mortgaged Real Property, such evidence of filings, surveys (or affidavits of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with such other documents, instruments, certificates and agreements, to create, evidence or perfect a valid and at least second-priority Lien in connection with the execution and delivery of the Mortgages, together with the delivery to the Trustee of an Officers’ Certificate required under Section 11.10 (c). No Opinion of Counsel under Section 13.04 or otherwise shall be required.

Real Estate Mortgages and Filings. With respect to any Real Property that is not Excluded Property owned by the Mortgaged Real PropertiesCompany or a Guarantor on the Issue Date or acquired by the Company or a Guarantor after the Issue Date, within 90 days of the Issue Date or the date of acquisition, as applicable (or within 90 days or, prior to the Discharge of the acquisition of Qualified After-Acquired Real Property or in each case before Credit Agreement Obligations, such later date as agreed to by the administrative agent or the lenders under the Credit Agreement): (a) Agreement Agent may agree, and after the Company shall deliver to Discharge of Credit Agreement Obligations, such later date as the Collateral Agent a Mortgage with respect may agree) (in each case, prior to each Mortgaged Real Propertythe Discharge of Credit Agreement Obligations, each dated as of solely to the Issue Date (or such later date on which such Mortgage is extent, and substantially in the form, delivered in accordance with to the requirements of this Indenture and/or the Collateral DocumentsCredit Agreement Agent, but no greater scope), duly executed by the Company or the applicable GuarantorGuarantor shall deliver or cause to be delivered to the Collateral Agent, together with evidence the following: (a) a fully executed and notarized Mortgage encumbering the fee interest of recording (the Company or satisfactory arrangements for the recording) of each applicable Guarantor in such Mortgage (and payment of any taxes or fees in connection therewith) as necessary to create a valid, perfected at least second-priority Lien (subject to Permitted Liens)Real Property; (b) either: (i) maps or plats of an as-built survey of the sites of such Real Property certified to each of the Collateral Agent shall have received ALTA and the title insurance company issuing the title insurance policies referred to in favor clause (c); or (ii) if acceptable to such title insurance company, so-called ZipMaps certified to each of the Collateral AgentAgent and such title insurance company; (c) ALTA mortgagee title insurance policies, as mortgagee or beneficiary (as applicable) under each of the Mortgageswith respect to such Real Property, in the form necessary to insure that the Liens created by each Mortgage constitute valid and at least second-priority Liens on the Mortgaged Real Property (subject only to Permitted Liens), amounts satisfactory to the Collateral Agent assuring the Collateral Agent that the Mortgages Mortgage covering such Real Property creates a valid and enforceable, first priority mortgage lien on such Real Property Collateral are valid and enforceable second-priority mortgage Liens on such Real Property Collateral Property, free and clear of all defects and encumbrances Liens except Permitted Liens, and which title insurance policies shall include such endorsements as are provided to the policies otherwise shall be Credit Agreement Agent; (d) customary legal opinions of local counsel to the Company granting the Mortgage on such Real Property in form and substance satisfactory the jurisdiction where such Mortgaged Property is located, addressed to the Collateral Agent, and each such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered in connection with the Credit Agreement, if applicable, and to the extent available at commercially reasonable rates; and (ce) the Company shall deliver to the Collateral Agent, with respect to each Mortgaged Real Mortgage Property, such evidence of filings, surveys (or affidavits of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, all filing fees and fixture filings (if applicable), along with such other documents, instruments, certificates all taxes due and agreements, to create, evidence or perfect a valid and at least second-priority Lien payable in connection with the execution and delivery of the Mortgages, together with the delivery to the Trustee of an Officers’ Certificate required under Section 11.10 (c). No Opinion of Counsel under Section 13.04 or otherwise shall be requiredsuch Mortgage have been paid in full.

Real Estate Mortgages and Filings. With respect to real property that secures (or will secure) the Mortgaged Real PropertiesNotes or the Guarantees, the Company or the Guarantor must provide the Notes Collateral Agent with filed Mortgages with respect to such owned real property within 90 days (or such longer period as the Notes Collateral Agent may agree in its sole discretion) of the Issue Date or 45 days (or within 90 days of such longer period as the Notes Collateral Agent may agree in its sole discretion) after the acquisition of Qualified After-Acquired Real Property of, or, if requested by the Notes Collateral Agent, entry into, or renewal of, a ground lease in respect of, such real property, as the case may be, in each case before such later date as agreed to by the administrative agent or the lenders under the Credit Agreement):together with: (a) evidence that counterparts of the Company shall deliver to Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Notes Collateral Agent may deem reasonably necessary or desirable in order to create a Mortgage with respect to each Mortgaged Real Property, each dated as valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Issue Date (or such later date on which such Mortgage is delivered Notes Collateral Agent for the benefit of the Notes Collateral Agent, the Trustee and the Holders, in accordance with the requirements of this Indenture and/or Intercreditor Agreement, and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Notes Collateral Documents), duly executed by the Company or the applicable Guarantor, together with evidence of recording (or satisfactory arrangements for the recording) of each such Mortgage (and payment of any taxes or fees in connection therewith) as necessary to create a valid, perfected at least second-priority Lien (subject to Permitted Liens)Agent; (b) the Collateral Agent shall have received ALTA fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in favor each applicable jurisdiction in form and substance, with endorsements and in amount, reasonably acceptable to the Notes Collateral Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Notes Collateral Agent, as mortgagee or beneficiary (as applicable) under each of insuring the Mortgages, in the form necessary Mortgages to insure that the Liens created by each Mortgage constitute be valid and at least second-priority subsisting Liens on the Mortgaged Real Property (subject only to Permitted Liens)property described therein, amounts satisfactory to the Collateral Agent assuring the Collateral Agent that the Mortgages on such Real Property Collateral are valid and enforceable second-priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except encumbrances, subject to Permitted Notes Collateral Liens and Permitted Liens, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the policies otherwise shall be Collateral Agent may reasonably request; (c) surveys with respect to such owned real property; (d) opinions of local counsel for the Company and the Guarantors in states in which the real properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance satisfactory to the Collateral Agent, and each customary for such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered in connection with the Credit Agreement, if applicable, and to the extent available at commercially reasonable ratesopinions; and (ce) the Company shall deliver to the Collateral Agent, with respect to each Mortgaged Real Property, such other evidence of filings, surveys (or affidavits of no change to survey that all other actions that the title company Notes Collateral Agent may reasonably require as deem necessary or desirable in order to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with such other documents, instruments, certificates and agreements, to create, evidence or perfect a create valid and at least second-priority Lien subsisting Liens on the property described in connection with the execution and delivery of the Mortgages, together with the delivery to the Trustee of an Officers’ Certificate required under Section 11.10 (c). No Opinion of Counsel under Section 13.04 or otherwise shall be requiredMortgages has been taken.

Real Estate Mortgages and Filings. With respect to any Mortgaged Property located in the Mortgaged Real Properties, within 90 days of United States and owned on the Issue Date (or within 90 days that forms a part of the acquisition of Qualified After-Acquired Real Property or in each case before such later date as agreed Collateral which is required to by the administrative agent or the lenders under the Credit Agreement): (a) the Company shall deliver be mortgaged to the Notes Collateral Agent a Mortgage with respect to each Mortgaged Real Property, each dated as of the Issue Date (or such later date on which such Mortgage is delivered in accordance with the requirements of this Indenture and/or the Security Documents, within 90 days after the Issue Date or as soon as practicable thereafter using commercially reasonable efforts, or in the case of Mortgaged Property acquired after the Issue Date, within 90 days after the acquisition thereof or as soon as practicable thereafter using commercially reasonable efforts, the applicable Issuer or Guarantor shall deliver to the Notes Collateral Documents)Agent the following: (1) a fully executed counterpart of a Mortgage covering the applicable Mortgaged Property, in accordance with the requirements of this Indenture, duly executed by the Company applicable Issuer or the applicable such Guarantor, together with (a) satisfactory evidence of recording the completion (or satisfactory arrangements for the recordingcompletion) of each all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) ), together with any necessary fixture filings, as may be necessary to create a valid, perfected at least secondfirst priority lien, subject to no Liens other than Permitted Liens and (b) evidence of the payment in full by the applicable Issuer or the applicable Guarantor of all mortgage tax, recording fees and all title search and premiums and examination costs (or that satisfactory arrangements for such payments have been made); (2) with respect to each Mortgaged Property, to the extent delivered to the Term Loan Collateral Agent in connection with the Term Loan Credit Facility, a policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Notes Collateral Agent and its successors and/or assigns, in the form and amount consistent with the title insurance policies issued under the Term Loan Credit Facility paid for by the Issuers, issued by a nationally recognized title insurance company insuring the Lien of such Mortgage as a valid first priority Lien (subject to Permitted Liens)) on the applicable real property described therein, together with such endorsements, coinsurance and reinsurance as delivered under the Term Loan Credit Facility; (b3) such surveys (or any updates or affidavits that the Collateral Agent shall have received ALTA title insurance policies in favor of the Collateral Agent, as mortgagee or beneficiary (as applicable) under each of the Mortgages, in the form necessary to insure that the Liens created by each Mortgage constitute valid and at least second-priority Liens on the Mortgaged Real Property (subject only to Permitted Liens), amounts satisfactory to the Collateral Agent assuring the Collateral Agent that the Mortgages on such Real Property Collateral are valid and enforceable second-priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the policies otherwise shall be in form and substance satisfactory to the Collateral Agent, and each such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered company may reasonably require in connection with the issuance of the title insurance policies and sufficient for the title insurance company to remove the standard survey exception and issue the survey-related endorsements) in the form consistent with the surveys delivered under the Term Loan Credit Agreement, if applicable, and to the extent available at commercially reasonable rates; andFacility; (c4) the Company shall deliver to the Collateral Agent, with respect to each Mortgaged Real Property, such evidence of filings, surveys an executed legal opinion in form and substance reasonably acceptable to the Notes Collateral Agent and consistent with the opinions delivered under the Term Loan Credit Facility; (or affidavits of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with 5) such other documents, affidavits, certificates, instruments, certificates agreements and agreementsother items as shall be reasonably required to comply with Section 10.5(1) through Section 10.5(4), and necessary to createperfect the Notes Collateral Agent’s security interest, evidence or perfect a valid and at least second-priority Lien in connection with the execution and delivery of the Mortgages, together with the lien priority required by this Indenture in such Mortgaged Properties; and (6) delivery to the Notes Collateral Agent and the Trustee an Officer’s Certificate of an Officers’ Certificate required the Issuers stating that the Issuers and the applicable Guarantors have satisfied their obligations under this Section 11.10 10.5 (cupon which the Notes Collateral Agent and the Trustee may conclusively rely). No Opinion of Counsel under Section 13.04 or otherwise shall be required.

Real Estate Mortgages and Filings. With respect to any fee interest in Material Real Property by the Mortgaged Real PropertiesIssuer, within 90 days of Intermediate Holdings or a Note Guarantor on the Issue Date, or acquired by the Issuer, Intermediate Holdings or a Note Guarantor after the Issue Date (or within 90 days that forms a part of the acquisition Collateral which is required to be mortgaged to the Collateral Agent (individually and collectively, the “Premises”), within 60 days after the Issue Date, or as promptly as reasonably practicable but in no event more than 60 days from the date of Qualified After-Acquired Real Property or in each case before such later date acquisition, as agreed to by applicable, the administrative agent Issuer, Intermediate Holdings or the lenders under the Credit Agreement): (a) the Company applicable Note Guarantor shall deliver to the Collateral Agent a Mortgage with respect to each Mortgaged Real Propertysuch mortgages, each dated deeds of trust, surveys, certificates, title insurance policies, legal opinions and other instruments as are required by the holders of the Issue Date First Lien Priority Indebtedness under the Credit Agreement, the First Lien Junior Priority Notes, the Existing First Lien Junior Priority Notes or Second Priority Lien Obligations, if then outstanding (and to the extent, and substantially in the form, delivered to holders of such Indebtedness (but no greater scope)), and if none of such Indebtedness is then outstanding: (a) the Issuer, Intermediate Holdings or such later date on which such Mortgage is delivered in accordance with the requirements of this Indenture and/or applicable Note Guarantor shall deliver to the Collateral Documents)Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself and the Holders, (i) fully executed counterparts of Mortgages duly executed by the Company Issuer, Intermediate Holdings or the applicable such Note Guarantor, together delivered by the record owner of such Premises and suitable for recording or filing and (ii) such other documents including, but not limited to, any consents, agreements and confirmations of third parties, as the Collateral Agent may reasonably request with evidence of recording (or satisfactory arrangements for the recording) of each respect to any such Mortgage (and payment of any taxes or fees in connection therewith) as necessary to create a valid, perfected at least second-priority Lien (subject to Permitted Liens)Premises; (b) the Collateral Agent shall have received ALTA a policy or policies or marked-up unconditional binder of title insurance, as applicable, paid for by the Issuer, issued by a nationally recognized title insurance policies in favor company insuring the Lien of the Collateral Agent, such Mortgage as mortgagee or beneficiary (as applicable) under each of the Mortgages, in the form necessary to insure that the Liens created by each Mortgage constitute a valid and at least secondfirst-priority Liens on the Mortgaged Real Property Lien (subject only to Permitted Liens)) on the applicable Premises described therein, amounts satisfactory to together with such customary endorsements, coinsurance and reinsurance as the Collateral Agent assuring the Collateral Agent that the Mortgages on such Real Property Collateral are valid and enforceable second-priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the policies otherwise shall be in form and substance satisfactory to the Collateral Agent, and each such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered in connection with the Credit Agreement, if applicable, and to the extent available at commercially reasonable ratesmay reasonably request; and (c) the Company Issuer shall, or shall cause Intermediate Holdings or the Note Guarantors to, deliver to the Collateral Agent, with respect to each Mortgaged Real Property, Agent such evidence of filings, surveys (or any updates or affidavits of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with such other documents, instruments, certificates and agreements, to create, evidence or perfect a valid and at least second-priority Lien in connection with the execution and delivery issuance of the Mortgages, title insurance policies) together with such local counsel opinions and opinions of counsel in the delivery to jurisdiction where the Trustee owner of an Officers’ Certificate required under Section 11.10 (c). No Opinion of Counsel under Section 13.04 or otherwise such Premises is organized as the Collateral Agent and its counsel shall be requiredreasonably request.

Real Estate Mortgages and Filings. With Within 150 days after (i) the Issue Date with respect to any Material Real Property that exists on the Mortgaged Issue Date and (ii) the date of acquisition of any Material Real Properties, within 90 days of Property acquired after the Issue Date (or within 90 days of each, a “Mortgaged Property” and collectively, the acquisition of Qualified After-Acquired Real Property or “Mortgaged Properties”) (in each case before case, or such later date as the First Lien Collateral Agent, may have agreed to by (acting at the administrative agent or direction of Holders of a majority of the lenders under the Credit AgreementNotes)): (a) the Company Issuer or such Guarantor shall deliver to the First Lien Collateral Agent Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself, the Trustee and the Holders, fully executed counterparts of mortgages, deeds of trust, security deeds or deeds to secured debt (each, a Mortgage with respect to each Mortgaged Real Property, each dated as of the Issue Date (or such later date on which such Mortgage is delivered “Mortgage”) in accordance with the requirements of this Indenture and/or the Collateral Security Documents), duly executed and acknowledged by the Company Issuer or the applicable such Guarantor, together with evidence of and otherwise in form suitable for filing and recording (in all appropriate local filing or satisfactory arrangements for the recording) recording offices of each such Mortgage (and payment of any taxes or fees applicable political subdivision where each Material Real Property is situated in connection therewith) as necessary order to create a validvalid and subsisting perfected Lien on the property described therein in favor of the First Lien Collateral Agent for the ratable benefit of itself, perfected at least second-priority Lien (subject to Permitted Liens)the Trustee and the Holders and that all filing and recording taxes and fees have been paid or otherwise provided for; (b) the First Lien Collateral Agent shall have received ALTA fully paid American Title Association Lender’s title insurance policies or marked up unconditional binder of such insurance (the “Mortgage Policies”) in favor of the First Lien Collateral Agent, as mortgagee or beneficiary (as applicable) under each of and its successors and/or assigns, with respect to the Material Real Property to be covered by the applicable Mortgages, in the form necessary to which shall insure that the Liens interests created by each Mortgage the Mortgages constitute valid and at least second-priority Liens on the Mortgaged applicable Material Real Property (subject only to Permitted Liens)Property, amounts satisfactory to with the Collateral Agent assuring priority required by this Indenture and the Collateral Agent that the Mortgages on such Real Property Collateral are valid and enforceable second-priority mortgage Liens on such Real Property Collateral Security Documents, free and clear of all Liens, defects and encumbrances except encumbrances, other than Permitted Liens. All such Mortgage Policies to be in amounts equal to the estimated Fair Market Value of the Material Real Property covered thereby, and such policies shall also include, to the policies otherwise extent available, endorsements as shall be reasonably requested in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Issuer or the applicable Guarantor of all premiums thereon (or that satisfactory arrangements for such payment have been made) and that all charges for mortgage recording taxes, filing and recording fees and all related expenses, if any, have been paid; (c) if the First Lien Collateral Agent shall have received an American Land Title Association/National Society of Professional Surveyors form and substance satisfactory surveys, for which all necessary fees (where applicable) have been paid, certified to the First Lien Collateral Agent, Agent and each such policy to include such legally available endorsements the issuer of the Mortgage Policies by a land surveyor duly registered and affirmative coverages as included licensed in the policies delivered states in connection which the property described in such surveys is located; provided that new or updated surveys will not be required if an existing survey, ExpressMap or other similar documentation is available and survey coverage is available for the Mortgage Policies without the need for such new or updated surveys; and (d) in each case with respect to any Material Real Property (and any other Mortgaged Properties located in the Credit Agreementsame state as any such Material Real Property), the Issuer or the Guarantors shall deliver to the First Lien Collateral Agent customary local counsel opinions in the jurisdictions in which the Mortgaged Property is located, with respect to the enforceability and perfection of the Mortgages and, if applicable, and to the extent available at commercially reasonable rates; and (c) the Company shall deliver to the Collateral Agent, with respect to each Mortgaged Real Property, such evidence of any related fixture filings, surveys (or affidavits of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with such other documents, instruments, certificates and agreements, to create, evidence or perfect a valid and at least second-priority Lien in connection with the execution and delivery of the Mortgages, together with the delivery to the Trustee of an Officers’ Certificate required under Section 11.10 (c). No Opinion of Counsel under Section 13.04 or otherwise shall be required.

Real Estate Mortgages and Filings. With respect to any fee interest in Material Real Property by the Mortgaged Real PropertiesIssuer, within 90 days of Intermediate Holdings or a Note Guarantor on the Issue Date, or acquired by the Issuer, Intermediate Holdings or a Note Guarantor after the Issue Date (or within 90 days that forms a part of the acquisition Collateral which is required to be mortgaged to the Collateral Agent (individually and collectively, the “Premises”), within 60 days after the Issue Date, or as promptly as reasonably practicable but in no event more than 60 days from the date of Qualified After-Acquired Real Property or in each case before such later date acquisition, as agreed to by applicable, the administrative agent Issuer, Intermediate Holdings or the lenders under the Credit Agreement): (a) the Company applicable Note Guarantor shall deliver to the Collateral Agent a Mortgage with respect to each Mortgaged Real Propertysuch mortgages, each dated deeds of trust, surveys, certificates, title insurance policies, legal opinions and other instruments as are required by the holders of the Issue Date First Lien Priority Indebtedness under the Credit Agreement, the First Lien Priority Notes, the Existing First Lien Junior Priority Notes or Second Priority Lien Obligations, if then outstanding (and to the extent, and substantially in the form, delivered to holders of such Indebtedness (but no greater scope)), and if none of such Indebtedness is then outstanding: (a) the Issuer, Intermediate Holdings or such later date on which such Mortgage is delivered in accordance with the requirements of this Indenture and/or applicable Note Guarantor shall deliver to the Collateral Documents)Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself and the Holders, (i) fully executed counterparts of Mortgages duly executed by the Company Issuer, Intermediate Holdings or the applicable such Note Guarantor, together delivered by the record owner of such Premises and suitable for recording or filing and (ii) such other documents including, but not limited to, any consents, agreements and confirmations of third parties, as the Collateral Agent may reasonably request with evidence of recording (or satisfactory arrangements for the recording) of each respect to any such Mortgage (and payment of any taxes or fees in connection therewith) as necessary to create a valid, perfected at least second-priority Lien (subject to Permitted Liens)Premises; (b) the Collateral Agent shall have received ALTA a policy or policies or marked-up unconditional binder of title insurance, as applicable, paid for by the Issuer, issued by a nationally recognized title insurance policies in favor company insuring the Lien of the Collateral Agent, such Mortgage as mortgagee or beneficiary (as applicable) under each of the Mortgages, in the form necessary to insure that the Liens created by each Mortgage constitute a valid and at least secondfirst-priority Liens on the Mortgaged Real Property Lien (subject only to Permitted Liens)) on the applicable Premises described therein, amounts satisfactory to together with such customary endorsements, coinsurance and reinsurance as the Collateral Agent assuring the Collateral Agent that the Mortgages on such Real Property Collateral are valid and enforceable second-priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the policies otherwise shall be in form and substance satisfactory to the Collateral Agent, and each such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered in connection with the Credit Agreement, if applicable, and to the extent available at commercially reasonable ratesmay reasonably request; and (c) the Company Issuer shall, or shall cause Intermediate Holdings or the Note Guarantors to, deliver to the Collateral Agent, with respect to each Mortgaged Real Property, Agent such evidence of filings, surveys (or any updates or affidavits of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with such other documents, instruments, certificates and agreements, to create, evidence or perfect a valid and at least second-priority Lien in connection with the execution and delivery issuance of the Mortgages, title insurance policies) together with such local counsel opinions and opinions of counsel in the delivery to jurisdiction where the Trustee owner of an Officers’ Certificate required under Section 11.10 (c). No Opinion of Counsel under Section 13.04 or otherwise such Premises is organized as the Collateral Agent and its counsel shall be requiredreasonably request.

Real Estate Mortgages and Filings. With respect to the Mortgaged Real Properties, within 90 days of the Issue Date (or within 90 days of the acquisition of Qualified After-Acquired Real Property or in each case before such later date as agreed to by the administrative agent or the lenders under the Credit Agreement): (a) the Company shall deliver to the Collateral Agent a Mortgage (substantially in the form of Exhibit E hereto, and including such schedules and provisions as the Company’s local counsel in the jurisdiction where the relevant Mortgaged Real Property is located may, in good faith, determine are necessary to conform such Mortgage to applicable local law) with respect to each Mortgaged Real Property, each dated as of the Issue Date (or such later date on which such Mortgage is delivered in accordance with the requirements of this Indenture and/or the Collateral Documents), duly executed by the Company or the applicable Subsidiary Guarantor, together with evidence of recording (or satisfactory arrangements for the recording) of each such Mortgage (and payment of any taxes or fees in connection therewith) as necessary to create a valid, perfected at least second-priority Lien (subject to Permitted Liens); (b) the Collateral Agent shall have received ALTA title insurance policies in favor of the Collateral Agent, as mortgagee or beneficiary (as applicable) under each of the Mortgages, in the form necessary to insure that the Liens created by each Mortgage constitute valid and at least second-priority Liens on the Mortgaged Real Property (subject only to Permitted Liens), amounts satisfactory to the Collateral Agent assuring the Collateral Agent that the Mortgages on such Real Property Collateral are valid and enforceable second-priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the policies otherwise shall be in form and substance satisfactory to the Collateral Agent, and each such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered in connection with the Credit Agreement, if applicable, and to the extent available at commercially reasonable rates; and (c) the Company shall deliver to the Collateral Agent, with respect to each Mortgaged Real Property, such evidence of filings, surveys (or affidavits of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with such other documents, instruments, certificates and agreements, to create, evidence or perfect a valid and at least second-priority Lien in connection with the execution and delivery of the Mortgages, together with the delivery to the Trustee of an Officers’ Certificate required under Section 11.10 (c). No Opinion of Counsel under Section 13.04 or otherwise shall be required.

Real Estate Mortgages and Filings. With respect to any Real Property that is not Excluded Property owned by the Mortgaged Real PropertiesCompany or a Guarantor on the Issue Date, or, that is acquired by the Company or a Guarantor after the Issue Date, within 90 days of the Issue Date (or within 90 days of the acquisition of Qualified After-Acquired Real Property or in each case before such later date as agreed to by the administrative agent or the lenders date of acquisition, as applicable (or, such longer period as may be permitted under the Credit Agreement): Agreement Collateral Documents) (a) the Company shall deliver in each case, prior to the Collateral Agent a Mortgage with respect discharge of First Lien Obligations that are Credit Agreement Obligations, solely to each Mortgaged Real Propertythe extent, each dated as of and substantially in the Issue Date (or such later date on which such Mortgage is form, delivered to the Credit Agreement Agent, but no greater in accordance with the requirements of this Indenture and/or the Collateral Documentsscope), duly executed by the Company or the applicable GuarantorGuarantor shall deliver or cause to be delivered to the Collateral Agent, together with evidence the following: (a) a fully executed and notarized Mortgage encumbering the fee interest of recording (the Company or satisfactory arrangements for the recording) of each applicable Guarantor in such Mortgage (and payment of any taxes or fees in connection therewith) as necessary to create a valid, perfected at least second-priority Lien (subject to Permitted Liens)Real Property; (b) either: (x) maps or plats of an as-built survey of the sites of such Real Property sufficient for the title insurance company issuing the title insurance policies referred to in clause (c) to issue customary survey related coverage in such title insurance policies, or (y) if acceptable to such title insurance company, so called ZipMaps certified to each of the Collateral Agent shall have received ALTA and such title insurance policies in favor of the Collateral Agentcompany; (c) ALTA mortgagee title insurance policies, as mortgagee or beneficiary (as applicable) under each of the Mortgageswith respect to such Real Property, in the form necessary to insure that the Liens created by each Mortgage constitute valid and at least second-priority Liens on the Mortgaged Real Property (subject only to Permitted Liens), amounts satisfactory to the Collateral Agent assuring the Collateral Agent that the Mortgages on Mortgage covering such Real Property Collateral are creates a valid and enforceable enforceable, second-priority mortgage Liens lien on such Real Property Collateral Property, free and clear of all defects and encumbrances Liens except Permitted Liens, and which title insurance policies shall include such customary endorsements as are provided to the policies Credit Agreement Agent or as are otherwise shall be reasonably requested by the Collateral Agent; (d) customary legal opinions of local counsel to the Company granting the Mortgage on such Real Property in form and substance satisfactory the jurisdiction where such mortgaged property is located, addressed to the Collateral Agent, and each such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered in connection with the Credit Agreement, if applicable, and to the extent available at commercially reasonable rates; and (ce) the Company shall deliver to the Collateral Agent, with respect to each Mortgaged Real Property, such evidence of filings, surveys (or affidavits of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with such other documents, instruments, certificates and agreements, to createmortgaged property, evidence or perfect a valid that all filing fees and at least second-priority Lien all taxes due and payable in connection with the execution and delivery of the Mortgages, together with the delivery to the Trustee of an Officers’ Certificate required under Section 11.10 (c). No Opinion of Counsel under Section 13.04 or otherwise shall be requiredsuch Mortgage have been paid in full.

Real Estate Mortgages and Filings. With respect to Material Real Property owned by the Mortgaged Real PropertiesIssuer, the Co-Issuer, Intermediate Holdings or a Note Guarantor on the Issue Date, or acquired by the Issuer, the Co-Issuer, Intermediate Holdings or a Note Guarantor after the Issue Date, within 90 60 days of after the Issue Date (or within 90 days of the acquisition of Qualified After-Acquired Real Property date acquired, as applicable, or in each case before such later date longer period as shall be agreed to by the administrative agent Controlling First Lien Collateral Agent, the Issuer, the Co-Issuer, Intermediate Holdings or the lenders under the Credit Agreement): (a) the Company applicable Note Guarantor shall deliver to the Collateral Agent a Mortgage with respect to each Mortgaged the following: (a) fully executed counterparts of Mortgages covering the applicable Material Real Property, each dated as of the Issue Date (or such later date on which such Mortgage is delivered in accordance with the requirements of this Indenture and/or the Collateral Documents), Documents duly executed by the Company Issuers, Intermediate Holdings or the applicable such Note Guarantor, together with satisfactory evidence of recording the completion (or satisfactory arrangements for the recordingcompletion) of each all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) ), together with any necessary fixture filings, as may be necessary to create a valid, perfected at least secondsecond priority lien, subject to no Liens other than Permitted Liens; (b) a policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Collateral Agent and its successors and/or assigns, in the form and amount consistent with the title insurance policies issued under the Senior Secured Credit Facility or Term Loan A Facility (to the extent outstanding) paid for by the Issuers, issued by a nationally recognized title insurance company insuring the Lien of such Mortgage as a valid second priority Lien (subject to Permitted Liens); (b) the Collateral Agent shall have received ALTA title insurance policies in favor of the Collateral Agent, as mortgagee or beneficiary (as applicable) under each of the Mortgages, in the form necessary to insure that the Liens created by each Mortgage constitute valid and at least second-priority Liens on the Mortgaged Real Property applicable real property described therein, together with such endorsements, coinsurance and reinsurance as required under the Senior Secured Credit Facility or Term Loan A Facility (subject only to Permitted Liens), amounts satisfactory to the Collateral Agent assuring the Collateral Agent that the Mortgages on such Real Property Collateral are valid and enforceable second-priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the policies otherwise shall be in form and substance satisfactory to the Collateral Agent, and each such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered in connection with the Credit Agreement, if applicable, and to the extent available at commercially reasonable rates; andoutstanding); (c) the Company Issuers and Intermediate Holdings shall, or shall cause the Note Guarantors to, deliver to the Collateral Agent, with respect to each Mortgaged Real Property, Agent such evidence of filings, surveys (or any updates or affidavits of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with such other documents, instruments, certificates and agreements, to create, evidence or perfect a valid and at least second-priority Lien in connection with the execution and delivery issuance of the Mortgagestitle insurance policies) together with such local counsel opinions and opinions of counsel in the jurisdiction where the owner of such premises is organized substantially similar to those delivered to the Controlling First Lien Collateral Agent; and (d) such affidavits, certificates, instruments of indemnification and other items, together with evidence of payment by the delivery to the Trustee Issuers of an Officers’ Certificate required under Section 11.10 (c). No Opinion of Counsel under Section 13.04 or otherwise all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses, as shall be requiredreasonably required for the recording of the Mortgages and the issuance of the title insurance policies.

Real Estate Mortgages and Filings. With respect to the Mortgaged any Material Real Properties, within 90 days of Property owned on the Issue Date (or within 90 days that forms a part of the acquisition of Qualified After-Acquired Real Property or in each case before such later date as agreed Collateral which is required to by the administrative agent or the lenders under the Credit Agreement): (a) the Company shall deliver be mortgaged to the Collateral Agent a Mortgage with respect to each Mortgaged Real Property, each dated as of the Issue Date (or such later date on which such Mortgage is delivered Trustee in accordance with the requirements of this Indenture and/or the Security Documents within 180 days after the Issue Date or as soon as practicable thereafter using commercially reasonable efforts, the Company or Guarantor shall deliver to the Collateral Documents)Trustee the following which shall, in each case, be in form and substance reasonably satisfactory to the Collateral Trustee: (i) a fully executed counterpart of a first priority amendment or amendment and restatement to each existing mortgage, deed of trust or deed to secure debt in favor of the Collateral Trustee covering the applicable Material Real Property, in accordance with the requirements of this Indenture, duly executed by the Company or such Guarantor and the applicable GuarantorCollateral Trustee, together with satisfactory evidence of recording the completion (or satisfactory arrangements for the recordingcompletion) of each all recordings and filings of such Mortgage amended or amended and restated mortgage, deed of trust or deed to secure debt (and payment of any taxes or fees in connection therewith) ), together with any necessary fixture filings, as may be necessary to create a valid, perfected at least secondfirst priority Lien to secure the Notes and related Obligations, subject to no Liens other than Permitted Liens; (ii) a date-down endorsement or similar title product to each existing title insurance policy insuring the Lien of each existing mortgage, deed of trust or deed to secure debt (each a “Title Endorsement,” collectively, the “Title Endorsements”) (x) insuring that such mortgage, deed of trust or deed to secure debt, as amended by such amended or amended and restated mortgage, deed of trust or deed to secure debt, is a valid and enforceable lien on such Material Real Property in favor of the Collateral Trustee free and clear of all Liens except Permitted Liens in the form necessary and paid for by the Company. In the case of any Material Real Property located in Texas, a policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Collateral Trustee and its successors and/or assigns, in the form necessary, paid for by the Company, issued by a nationally recognized title insurance company insuring the Lien of such amended or amended and restated deed of trust as a valid first priority Lien (subject to Permitted Liens)) on the real property described therein, together with such endorsements, coinsurance and reinsurance as shall be reasonably required by the Collateral Trustee; (biii) such surveys (or any updates or affidavits that the Collateral Agent shall have received ALTA title insurance company may reasonably require in connection with the issuance of the title insurance policies and Title Endorsements), which are sufficient for the title insurance company to remove the standard survey exception and issue customary survey-related endorsements; (iv) local counsel opinions in jurisdictions where the real property subject to a mortgage, deed of trust or deed to secure debt is located covering the enforceability of each mortgage, deed of trust or deed to secure debt as amended by such amended or amended and restated mortgage, deed of trust or deed to secure debt and such other customary matters that are incidental thereto; and (v) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by the Company of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the mortgages and the issuance of the title insurance policies and Title Endorsements. In the case of Material Real Property acquired after the Issue Date, within seventy-five (75) days after the acquisition thereof or as soon as practicable thereafter using commercially reasonable efforts, the Company or Guarantor shall deliver to the Collateral Trustee the following which shall, in each case, be in form and substance reasonably satisfactory to the Collateral Trustee: (i) a fully executed counterpart of a first priority mortgage, deed of trust or deed to secure debt in favor of the Collateral AgentTrustee covering the applicable Material Real Property, in accordance with the requirements of this Indenture, duly executed by the Company or such Guarantor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such mortgage, deed of trust or deed to secure debt (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as mortgagee may be necessary to create a valid, perfected first priority lien, subject to no Liens other than Permitted Liens; (ii) a policy or beneficiary (policies or marked-up unconditional binder of title insurance, as applicable) under each , in favor of the MortgagesCollateral Trustee and its successors and/or assigns, in the form necessary to insure that necessary, paid for by the Liens created Company, issued by each Mortgage constitute a nationally recognized title insurance company insuring the Lien of such mortgage as a valid and at least second-first priority Liens on the Mortgaged Real Property Lien (subject only to Permitted Liens)) on the applicable real property described therein, amounts satisfactory to together with such endorsements, coinsurance and reinsurance as shall be reasonably required by the Collateral Agent assuring the Collateral Agent Trustee; (iii) such surveys (or any updates or affidavits that the Mortgages on such Real Property Collateral are valid and enforceable second-priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the policies otherwise shall be in form and substance satisfactory to the Collateral Agent, and each such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered title insurance company may reasonably require in connection with the Credit Agreementissuance of the title insurance policies), if applicablewhich are sufficient for the title insurance company to remove the standard survey exception and issue customary survey-related endorsements; (iv) local counsel opinions in jurisdictions where the real property subject to a mortgage, deed of trust or deed to secure debt is located covering the enforceability of each mortgage, deed of trust or deed to secure debt and to the extent available at commercially reasonable ratessuch other customary matters that are incidental thereto; and (cv) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by the Company shall deliver to of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the Collateral Agent, with respect to each Mortgaged Real Property, such evidence recording of filings, surveys (or affidavits the mortgages and the issuance of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with such other documents, instruments, certificates and agreements, to create, evidence or perfect a valid and at least second-priority Lien in connection with the execution and delivery of the Mortgages, together with the delivery to the Trustee of an Officers’ Certificate required under Section 11.10 (c). No Opinion of Counsel under Section 13.04 or otherwise shall be requiredpolicies.

Real Estate Mortgages and Filings. With respect to Material Real Property owned by the Mortgaged Real PropertiesIssuer, within 90 days of Intermediate Holdings or a Note Guarantor on the Issue Date, or acquired by the Issuer, Intermediate Holdings or a Note Guarantor after the Issue Date (which is required to be mortgaged to the Collateral Agent, within 60 days after the Issue Date or within 90 days of the acquisition of Qualified After-Acquired Real Property date acquired, as applicable, or in each case before such later date longer period as shall be agreed to by the administrative agent Controlling First Lien Collateral Agent, the Issuer, Intermediate Holdings or the lenders under the Credit Agreement): (a) the Company applicable Note Guarantor shall deliver to the Collateral Agent a Mortgage with respect to each Mortgaged the following: (a) fully executed counterparts of Mortgages covering the applicable Material Real Property, each dated as of the Issue Date (or such later date on which such Mortgage is delivered in accordance with the requirements of this Indenture and/or the Collateral Documents), Documents duly executed by the Company Issuers, Intermediate Holdings or the applicable such Note Guarantor, together with satisfactory evidence of recording the completion (or satisfactory arrangements for the recordingcompletion) of each all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) ), together with any necessary fixture filings, as may be necessary to create a valid, perfected at least secondsecond priority lien, subject to no Liens other than Permitted Liens; (b) a policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Collateral Agent and its successors and/or assigns, in the form and amount consistent with the title insurance policies issued under the Senior Secured Credit Facility or Term Loan A Facility (to the extent outstanding) paid for by the Issuer, issued by a nationally recognized title insurance company insuring the Lien of such Mortgage as a valid second priority Lien (subject to Permitted Liens); (b) the Collateral Agent shall have received ALTA title insurance policies in favor of the Collateral Agent, as mortgagee or beneficiary (as applicable) under each of the Mortgages, in the form necessary to insure that the Liens created by each Mortgage constitute valid and at least second-priority Liens on the Mortgaged Real Property applicable real property described therein, together with such endorsements, coinsurance and reinsurance as required under the Senior Secured Credit Facility or Term Loan A Facility (subject only to Permitted Liens), amounts satisfactory to the Collateral Agent assuring the Collateral Agent that the Mortgages on such Real Property Collateral are valid and enforceable second-priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the policies otherwise shall be in form and substance satisfactory to the Collateral Agent, and each such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered in connection with the Credit Agreement, if applicable, and to the extent available at commercially reasonable rates; andoutstanding); (c) the Company Issuer shall, or shall cause Intermediate Holdings or the Note Guarantors to, deliver to the Collateral Agent, with respect to each Mortgaged Real Property, Agent such evidence of filings, surveys (or any updates or affidavits of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with such other documents, instruments, certificates and agreements, to create, evidence or perfect a valid and at least second-priority Lien in connection with the execution and delivery issuance of the Mortgagestitle insurance policies) together with such local counsel opinions and opinions of counsel in the jurisdiction where the owner of such Premises is organized substantially similar to those delivered to the Controlling First Lien Collateral Agent; and (d) such affidavits, certificates, instruments of indemnification and other items, together with evidence of payment by the delivery to the Trustee Issuers of an Officers’ Certificate required under Section 11.10 (c). No Opinion of Counsel under Section 13.04 or otherwise all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses, as shall be requiredreasonably required for the recording of the Mortgages and the issuance of the title insurance policies.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property owned by the Mortgaged Real PropertiesIssuer or a Guarantor on the Issue Date or acquired by the Issuer or a Guarantor after the Issue Date, in each case, that forms a part of the Collateral, within 90 days of the Issue Date (or within 90 days the date of the acquisition of Qualified After-Acquired for any Material Real Property or acquired after the Issue Date, as applicable (or, in each case before case, such later date as any collateral agent under the Credit Agreements may have agreed to by the administrative agent or the lenders under the applicable Credit Agreement): (a) the Company Issuer or such Guarantor shall deliver to the Collateral Agent fully executed counterparts of mortgages, deeds of trust, security deeds or deeds to secure debt (each, a Mortgage with respect to each Mortgaged Real Property, each dated as of the Issue Date (or such later date on which such Mortgage is delivered “Mortgage”) in accordance with the requirements of this Indenture and/or the Collateral Security Documents), duly executed and acknowledged by the Company Issuer or such Guarantor and any related fixture filings, in form and substance substantially similar to the applicable Guarantorcomparable mortgages delivered under the Credit Agreements, which Mortgages and any related fixture filings shall cover each Mortgaged Property, together with evidence that counterparts of recording such Mortgages and fixture filings (or satisfactory arrangements for if required) have been delivered to the recording) title insurance company insuring the Lien of each such Mortgage (and payment of any taxes or fees in connection therewith) as necessary to create a valid, perfected at least second-priority Lien (subject to Permitted Liens)for recording; (b) the Collateral Agent shall have received ALTA title insurance policies in favor of the Collateral Agent, as mortgagee or beneficiary (as applicable) under each of the Mortgages, in the form necessary relating to insure that the Liens created by each Mortgage constitute valid referred to above, issued by a title insurer as required under the Credit Agreements, with such endorsements and at least second-priority Liens on in an insured amount as is consistent with the Mortgaged Real Property endorsements and insured amounts delivered under the Credit Agreements (subject only to Permitted Liens), amounts satisfactory to the Collateral Agent assuring “Mortgage Policy”) and insuring the Collateral Agent that the Mortgages Mortgage on each such Real Mortgaged Property Collateral are is a valid and enforceable second-third priority mortgage Liens lien on such Real Property Collateral Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, and the policies otherwise shall with each such Mortgage Policy to be in form and substance satisfactory to the Collateral Agent, and each such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered in connection with required under the Credit Agreement, if applicable, and to the extent available at commercially reasonable rates; and (c) the Company shall deliver to the Collateral Agent, with respect to each Mortgaged Real Property, such evidence of filings, surveys (or affidavits of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with such other documents, instruments, certificates and agreements, to create, evidence or perfect a valid and at least second-priority Lien in connection with the execution and delivery of the Mortgages, together with the delivery to the Trustee of an Officers’ Certificate required under Section 11.10 (c). No Opinion of Counsel under Section 13.04 or otherwise shall be required.Agreements;

Real Estate Mortgages and Filings. With (a) Within (x) 180 days after the Issue Date with respect to Material Real Property owned by the Mortgaged Real Properties, within 90 days Issuer and the Guarantors as of the Issue Date and (y) 275 days of the acquisition of any Material Real Property after the Issue Date or the date any Subsidiary becomes a Guarantor (with respect to Material Real Property owned by it) unless the Issuer provides notice within 90 days of the acquisition of Qualified After-Acquired such Material Real Property or the date such Subsidiary becomes a Guarantor (with respect to Material Real Property owned by it) to the Trustee of its intention to consummate a Specified Sale-Leaseback Transaction with respect to such Material Real Property) (or, in each either case before of clause (x) or (y), such later date as the Bank Collateral Agent may have agreed to by the administrative agent or the lenders under the Senior Credit Agreement): (a) the Company Facilities), such Issuer or such Guarantor shall deliver to the Collateral Agent a Mortgage with respect to each Mortgaged Real Property, each dated as of the Issue Date (or such later date on which such Mortgage is delivered in accordance with the requirements of this Indenture and/or the Collateral Documents), duly executed by the Company or the applicable Guarantor, together with evidence of recording (or satisfactory arrangements for the recording) of each such Mortgage (and payment of any taxes or fees in connection therewith) as necessary to create a valid, perfected at least second-priority Lien (subject to Permitted Liens); (b) the Collateral Agent shall have received ALTA title insurance policies in favor of the Notes Collateral Agent, as mortgagee or beneficiary beneficiary, as applicable, for its benefit, the benefit of the Trustee and for the ratable benefit of the Holders (and, if a single mortgage securing all First Lien Obligations is delivered to a Mortgage Collateral Agent with respect to any Material Real Property, the other holders of the First Lien Obligations), a Mortgage with respect to such Material Real Property, together with: (i) Evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that are reasonably necessary in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 4.12 and Permitted Liens, a valid and subsisting perfected Lien on such Material Real Property in favor of the Notes Collateral Agent for its benefit, the benefit of the Trustee and for the ratable benefit of the Holders and that all filing and recording taxes and fees have been paid or otherwise provided for and subject to the Collateral and Guarantee Requirement; (ii) A customary Opinion of Counsel for the applicable Guarantor in the state in which such Material Real Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture filings, the authorization, execution and delivery of such Mortgage and otherwise in form and substance consistent with the opinions delivered under the Senior Credit Facilities; and (iii) To the extent required to be delivered under the Senior Credit Facilities, environmental assessment reports and reliance letters (if any) that have been prepared in connection with such acquisition of any Material Real Property. (b) Notwithstanding anything to the foregoing, in the event that the Obligations under Senior Credit Facilities are satisfied and the mortgages, deeds of trust, deed to secure debt or other real property security document securing such Obligations under Senior Credit Facilities are released, such Issuer or such Guarantor shall, as soon as practicable thereafter using commercially reasonable efforts, (i) deliver or cause to be delivered fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance and amount consistent with the title insurance policies issued under the Senior Credit Facilities, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 4.12 and Permitted Liens or such other Liens accepted in connection with the Senior Credit Facilities that do not have an adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance (including endorsements for future advances under this Indenture and Notes Security Documents) and such coinsurance and direct access reinsurance as delivered under the Senior Credit Facilities and that are otherwise available in the applicable jurisdiction and (ii) deliver or cause to be delivered American Land Title/American Congress on Surveying and Mapping surveys for each Material Real Property or existing surveys together with no change affidavits, in each case in the form consistent with the surveys delivered under the Senior Credit Facilities and otherwise sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements. (c) Further, notwithstanding anything to the foregoing and upon the reasonable agreement of the Issuer and the Bank Collateral Agent, the Issuer or the applicable Guarantor may satisfy the Collateral and Guarantee Requirement with respect to the delivery of a Mortgage on any Material Real Property that is required to be or has been mortgaged under the Senior Credit Facilities by delivering a mortgage to a Mortgage Collateral Agent or amending an existing mortgage to be in favor of a Mortgage Collateral Agent and to secure the Obligations under this Indenture in addition to the Senior Credit Facilities Obligations (and any Additional First Lien Obligations, as applicable) under each of the Mortgages, in the form necessary and to insure that the Liens created by each Mortgage constitute valid and at least second-priority Liens on the Mortgaged Real Property (subject only to Permitted Liens), amounts satisfactory to the Collateral Agent assuring the Collateral Agent that the Mortgages on such Real Property Collateral are valid and enforceable second-priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the policies otherwise shall be in form and substance reasonably satisfactory to the Bank Collateral Agent and the Notes Collateral Agent, and each such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered in connection with the Credit Agreement, if applicable, and to the extent available at commercially reasonable rates; and (c) the Company shall deliver to the Collateral Agent, with respect to each Mortgaged Real Property, such evidence of filings, surveys (or affidavits of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with such other documents, instruments, certificates and agreements, to create, evidence or perfect a valid and at least second-priority Lien in connection with the execution and delivery of the Mortgages, together with the delivery to the Trustee of an Officers’ Certificate required under Section 11.10 (c). No Opinion of Counsel under Section 13.04 or otherwise shall be required.