Common use of Real Estate Mortgages and Filings Clause in Contracts

Real Estate Mortgages and Filings. Within 150 days after (i) the Issue Date with respect to any Material Real Property that exists on the Issue Date and (ii) the date of acquisition of any Material Real Property acquired after the Issue Date (each, a “Mortgaged Property” and collectively, the “Mortgaged Properties”) (in each case, or such later date as the First Lien Collateral Agent, may have agreed under the New Notes Indenture, or if the New Notes Indenture is not then in effect, such later date as the Second Lien Collateral Agent may have agreed (acting at the direction of Holders of a majority of the Notes)): (a) the Issuer or such Guarantor shall deliver to the Second Lien Collateral 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”) in accordance with the requirements of this Indenture and/or the Security Documents, duly executed and acknowledged by the Issuer or such Guarantor, and otherwise in form suitable for filing and recording in all appropriate local filing or recording offices of each applicable political subdivision where each Material Real Property is situated in order to create a valid and subsisting perfected Lien on the property described therein in favor of the Second Lien Collateral Agent for the ratable benefit of itself, the Trustee and the Holders and that all filing and recording taxes and fees have been paid or otherwise provided for; (b) the Second Lien Collateral Agent shall have received 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 Second Lien Collateral Agent, and its successors and/or assigns, with respect to the Material Real Property to be covered by the applicable Mortgages, which shall insure that the interests created by the Mortgages constitute valid Liens on the applicable Material Real Property, with the priority required by this Indenture and the Security Documents, free and clear of all Liens, defects and 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 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 Second Lien Collateral Agent shall have received an American Land Title Association/National Society of Professional Surveyors form surveys, for which all necessary fees (where applicable) have been paid, certified to the Second Lien Collateral Agent and the issuer of the Mortgage Policies by a land surveyor duly registered and licensed in the states in 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 same state as any such Material Real Property), the Issuer or the Guarantors shall deliver to the Second 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, any related fixture filings.

Real Estate Mortgages and Filings. Within 150 days after (i) the Issue Date with With respect to any Material Real Property that exists on acquired by a Borrower or Guarantor after the Issue Date and (ii) date hereof, the following items will be delivered to the Collateral Trustee within 90 days of the date of acquisition of any Material Real Property acquired after the Issue Date (each, a “Mortgaged Property” and collectively, the “Mortgaged Properties”) (in each case, or such later date as the First Lien Collateral Agent, may have agreed under the New Notes Indenture, or if the New Notes Indenture is not then in effect, such later date as the Second Lien Collateral Agent may have agreed (acting at the direction of Holders of a majority of the Notes)):acquisition: (ai) the Issuer applicable Borrower or such Guarantor shall deliver to the Second Lien Collateral AgentTrustee, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself, the Trustee holders of the Senior Notes, and the HoldersLenders, the Pari Passu Lien Hedge Agreements and any future Pari Passu Term Loan Indebtedness, fully executed counterparts of mortgagesMortgages (together with applicable real estate subordination and priority agreements related thereto), deeds of trust, security deeds or deeds to secured debt (each, a “Mortgage”) in accordance with the requirements of this Indenture the indenture and/or the Security Documents, Documents duly executed and acknowledged by the Issuer such Borrower or such Guarantor, together with reasonably satisfactory evidence of the completion (or reasonably satisfactory arrangements for the completion) of all recordings and otherwise filings of such Mortgage (and payment of any taxes or fees in form suitable for filing and recording in all appropriate local filing or recording offices of each applicable political subdivision where each Material Real Property is situated in order connection therewith) as may be necessary to create a valid and subsisting valid, perfected first-priority Lien on (subject to Permitted Liens) against the property described therein purported to be covered thereby as security for the Secured Obligations; (ii) the Collateral Trustee shall have received mortgagee’s title insurance policies in favor of the Second Lien Collateral Agent for the ratable benefit of itself, the Trustee and the Holders and that all filing and recording taxes and fees have been paid or otherwise provided for; (b) the Second Lien Collateral Agent shall have received 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 Second Lien Collateral AgentTrustee, and its successors and/or assigns, in the form necessary, with respect to the Material Real Property property purported to be covered by the applicable Mortgages, which shall to insure that the interests created by the Mortgages constitute valid valid, perfected first-priority Liens on the applicable Material Real Property, with the priority required by this Indenture and the Security Documentsthereon, free and clear of all other Liens, defects and encumbrances, encumbrances other than Permitted Liens; provided, however, unless delivered to the Collateral Trustee in respect of any other Pari Passu Term Loan Indebtedness, no such title insurance policies will be required to be delivered with respect to any Mortgage where the property encumbered thereby consists primarily of Hydrocarbon Interests, pipeline easements, rights of way, licenses and other similar possessory and use instruments. All such Mortgage Policies to title policies shall be in amounts equal to 105% of the estimated Fair Market Value of the Material Real Property Premises covered thereby, and such policies shall also include, to the extent availableavailable at a commercially reasonable premium, all endorsements as shall be reasonably requested required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Issuer Borrower 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 Second Lien Collateral Agent shall have received an American Land Title Association/National Society of Professional Surveyors form surveys, for which all necessary fees (where applicable) have been paid, certified to the Second Lien Collateral Agent and the issuer of the Mortgage Policies by a land surveyor duly registered and licensed in the states in 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 (diii) in each case with respect to any Material Real Property (and any other Mortgaged Properties located in the same state as any such Material Real Property)Borrowers shall, the Issuer or shall cause the Guarantors shall to, deliver to the Second Collateral Trustee such filings, surveys (or any updates or affidavits that the title company may reasonably require in connection with the issuance of the title insurance policies), fixture filings and such other documents, instruments, certificates, agreements and/or other documents necessary to comply with clauses (i) and (ii) above and to perfect the Collateral Trustee’s security interest and (with a first priority (subject to Permitted Liens)) Lien Collateral Agent customary in such acquired covered Premises, together with local counsel opinions in the jurisdictions in which jurisdiction where each property subject to the Mortgaged Property Mortgage is located, with respect to the enforceability Mortgage, fixture filings and perfection of other matters reasonably requested by Collateral Trustee, in each instance in form and substance reasonably satisfactory to the Mortgages and, if applicable, any related fixture filingsCollateral Trustee.

Real Estate Mortgages and Filings. Within 150 days after (i) the Issue Date with With respect to any Material Real Property that exists interest in any real property (individually and collectively, the "Premises") (a) owned by the Company or a Domestic Subsidiary on the Issue Date and (ii) the date of acquisition of any Material Real Property acquired after the Issue Date (each, a “Mortgaged Property” and collectively, the “Mortgaged Properties”) (in each case, or such later date as the First Lien Collateral Agent, may have agreed under the New Notes Indenture, or if the New Notes Indenture is not then in effect, such later date as the Second Lien Collateral Agent may have agreed (acting at the direction of Holders of a majority of the Notes)): (a) the Issuer or such Guarantor shall deliver to the Second Lien Collateral 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”) in accordance with the requirements of this Indenture and/or the Security Documents, duly executed and acknowledged by the Issuer or such Guarantor, and otherwise in form suitable for filing and recording in all appropriate local filing or recording offices of each applicable political subdivision where each Material Real Property is situated in order to create a valid and subsisting perfected Lien on the property described therein in favor of the Second Lien Collateral Agent for the ratable benefit of itself, the Trustee and the Holders and that all filing and recording taxes and fees have been paid or otherwise provided for; (b) acquired by the Second Lien Collateral Agent shall have received fully paid American Title Association Lender’s Company or a Domestic Subsidiary: (1) The Company will use its best efforts to obtain, by June 30, 2006 (the "TRIGGER DATE"), fee and/or leasehold title insurance policies or marked up unconditional binder (written by a nationally recognized insurer reasonably acceptable to the Majority Noteholders) covering substantially all of such insurance the Tennessee Core Properties (the “Mortgage Policies”) in favor "TENNESSEE REQUIRED INSURANCE"), subject only to Permitted Liens and such other exceptions thereto as shall not materially affect the Fair Market Value of the Second Lien Collateral AgentTennessee Core Properties, and its successors and/or assignsas shall not materially interfere with the intended use to be made of the Tennessee Core Properties by the Company, with respect as reasonably determined by the Majority Noteholders; provided that in the case of leasehold title insurance, such leasehold title insurance shall be required only if the lessor is not a governmental entity. For purposes of the covenants described in this clause (1) and clauses (2), (3) and (5), "best efforts" shall not require the Company or any Subsidiary to commence litigation or conduct new surveys or expend cash to remove any exceptions and encumbrances on the Material Real Property Premises. All such title insurance policies shall be in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the applicable Mortgagesrelated Mortgage, which shall insure insuring that the interests interest created by the Mortgages constitute Mortgage thereon constitutes a valid Liens on the applicable Material Real Property, with the priority required by this Indenture and the Security Documents, free and clear of all Liens, defects and 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 therebyLien thereon, and such policies shall also include, to the extent availableavailable at commercially reasonable rates, such endorsements as shall be the Majority Noteholders reasonably requested in transactions of similar size and purpose request and shall be accompanied by evidence of the payment in full of all premiums thereon; (2) The Company will use its best efforts to obtain, by the Issuer Trigger Date, fee and/or leasehold title insurance policies (written by a nationally recognized insurer reasonably acceptable to the Majority Noteholders covering substantially all of the Kentucky Core Properties (the "Kentucky Required Insurance"), subject only to Permitted Liens and such other exceptions thereto as shall not materially affect the Fair Market Value of the Kentucky Core Properties (which shall not include any exceptions with respect to the terms of the lease that require the consent of the landlord to the execution, delivery and recording of the insured mortgage), and as shall not materially interfere with the intended use to be made of the Kentucky Core Properties by the Company, as reasonably determined by the Majority Noteholders. All such title insurance policies shall be in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage insuring that the interest created by the Mortgage thereon constitutes a valid Lien thereon, and such policies shall also include, to the extent available at commercially reasonable rates, such endorsements as the Majority Noteholders shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; (3) Within 90 days after the acquisition by the Company or any of its Subsidiaries of any interest in real property if such acquisition occurs after the Trigger Date and if in the case of real property purchased by the Company or any of its Subsidiaries, the purchase price for such real property exceeds two million dollars ($2,000,000) and if in the case of real property leased by the Company or any of its Subsidiaries, (x) the recoverable coal reserves on such leased property exceed five hundred thousand (500,000) tons and (y) the lessor of such real property is not a governmental entity (any such owned or leased after acquired real property, "Later Properties"), then the Company will use its best efforts to similarly obtain fee and/or leasehold title insurance policies (written by a nationally recognized insurer reasonably acceptable to the Majority Noteholders) covering such additional properties (the "Later Required Insurance" and, together with the Tennessee Required Insurance and the Kentucky Required Insurance, the "Required Insurance") subject to the same conditions as are applicable to the Tennessee Required Insurance or Kentucky Required Insurance, as applicable; (4) Notwithstanding anything to the contrary herein, neither the Company nor any of its Subsidiaries shall be required to obtain title insurance on any applicable owned or leased property, if the Fair Market Value of, and aggregate amount of title insurance then outstanding with respect to, properties pledged to the collateral agent is equal to or greater than ninety million dollars ($90,000,000), and the delivery to the collateral agent of title insurance in such amount, and such insurance shall not be cancelled thereafter by the Company or any of its Subsidiaries, shall satisfy the requirement to deliver Required Insurance under clause (6) hereof; (5) The Company will use its best efforts to obtain, by the Trigger Date or in the case of any leasehold interest in real property obtained after the date of this Indenture, by such acquisition, for substantially all of the real property leased by the Company or its Subsidiaries that is included in the Tennessee Core Properties, the Kentucky Core Properties or the Later Properties, consents from the lessors of such properties with respect to the execution, delivery and recording of a leasehold mortgage or deed of trust (the "Landlord Consents"), but only if such consents are required by the terms of such leases, such consents to be in form and substance reasonably acceptable to the Majority Noteholders; (6) If either the Required Insurance or the Landlord Consents (the "Collateral Items") are not delivered to the collateral agent by the Trigger Date (regardless whether best efforts have been employed by the Company) (including if the exceptions taken with respect to the Required Insurance are not acceptable to the Majority Noteholders (acting reasonably) unless (a) such exceptions are Permitted Liens or such exceptions do not materially affect the Fair Market Value of the applicable property or do not materially interfere with the intended use to be made of the applicable property by the Company and its Subsidiaries as reasonably determined by the Majority Noteholders or (b) the applicable insurance company has issued an endorsement to the applicable policy in customary form to insure against loss in respect of such exception) or if, subsequent to the Trigger Date, the Company cancels the Required Insurance or Landlord Consents (the date of any such occurrence, a "Later Trigger Date"): (x) a one time fee (the "Collateral Fee") shall be payable on the Trigger Date (or, solely if the Collateral Fee was not paid on the Trigger Date, on a Later Trigger Date) to the Holders in an amount equal to 1.00% of the then outstanding principal amount of the Notes, and (y) the interest rate on the Notes will increase by 0.50% per annum on the Trigger Date (or any Later Trigger Date) until the Collateral Items have been delivered in accordance with the foregoing requirements; provided that on each three month anniversary of the Trigger Date (or Later Trigger Date, as applicable) the interest rate on the Notes will increase by an additional 0.50% per annum until the Collateral Items have been delivered and the Company will notify the Trustee of such increase in interest rate; provided further that the aggregate interest rate increase under this subparagraph (6) shall not exceed 2.50%. The Collateral Fee shall be fully earned and nonrefundable if the Collateral Items are not delivered prior to the Trigger Date (or fail to be in effect on any Later Trigger Date to the extent no Collateral Fee was previously payable). To the extent the Collateral Fee is not timely paid when due, in addition to such failure constituting a Default, the Collateral Fee shall bear interest at the rate accruing on the Notes; and (7) Notwithstanding the foregoing clause (6), if all of the Required Insurance and the Landlord Consents are delivered to the Collateral Agent by the Trigger Date (or are in effect on any Later Trigger Date) except for the Kentucky Required Insurance, then (a) no Collateral Fee shall be due, and (b) during any period where the Required Insurance and the Landlord Consents have been delivered other than the Kentucky Required Insurance, the interest rate on the Notes shall not increase. In addition, with respect to any interest in any Premises (a) owned by National Coal or a Domestic Subsidiary on the date of the indenture or (b) acquired by National Coal or a Domestic Subsidiary, within 90 days of the acquisition thereof: (1) the Company shall use its commercially reasonable efforts to deliver, as soon as reasonably practicable after the date of this Indenture, to the Trustee, as mortgagee, fully executed counterparts of one or more Mortgages, in form and substance reasonably acceptable to the Trustee, dated as of the date of this Indenture or the date of acquisition of such property, as the case may be, duly executed by the Company or the applicable Guarantor Domestic Subsidiary, together with evidence of all premiums thereon the completion (or that reasonably satisfactory arrangements for the completion), of all recordings and filings of each such payment have been madeMortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens in favor of the Trustee for the benefit of the holders of Notes, against the properties purported to be covered thereby; and (2) and that all charges for mortgage recording taxesthe Company shall deliver to the Trustee with respect to each of the covered Premises, filing and recording fees and all related expensesthe most recent survey, if any, have of such Premises, together with either (i) an updated survey certification in favor of the Trustee from the applicable surveyor stating that, based on a visual inspection of the property, there has been paidno change in the facts depicted in the survey or (ii) an affidavit and/or indemnity from the Company stating that to its knowledge there has been no change in facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the Company or such Guarantor's business as so conducted, or intended to be conducted, at such Premises. In the event any determination or consent is required of the Majority Noteholders pursuant to this Section 4.21, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee (with the record date for Holders entitled to such notice being the date that is two days prior to the date of such notice), substantially in the form of EXHIBIT J. The notice will contain all instructions and materials necessary to enable such Holders to make such determination or give informed consent and to provide notice to the Trustee of such Holder's decision with respect thereto. The notice will state: (a) the record date; (b) the mechanism for providing the required consent or determination, and will further provide that failure to respond within 45 days will be deemed as affirmative consent to the request; (c) if the Second Lien Collateral Agent subject matter of the notice, with specific reference to the provision of Section 4.21 for which such Holder's determination or consent is sought; (d) the period during which such Holder shall have received an American Land Title Association/National Society to respond, which may be extended by the Company (provided that notice of Professional Surveyors form surveys, for which all necessary fees (where applicable) have been paid, certified any extension is given to the Second Lien Collateral Agent Holders and the issuer of Trustee) and a statement that failure to respond within the Mortgage Policies by a land surveyor duly registered and licensed in period will be deemed as affirmative consent to the states in which the property described in such surveys is located; provided that new request; (e) any information necessary or updated surveys will not be required if an existing survey, ExpressMap or other similar documentation is available and survey coverage is available desirable for the Mortgage Policies without Holder to make a decision with respect to the need for such new or updated surveysrequested action; and (df) in each case with respect that Holders will be entitled to any Material Real Property (and any other Mortgaged Properties located in the same state as any such Material Real Property), the Issuer or the Guarantors shall deliver to the Second Lien Collateral Agent customary local counsel opinions in the jurisdictions in which the Mortgaged Property is located, change their decision with respect to the enforceability and perfection requested action only until the end of the Mortgages andperiod during which Holders may respond. The Trustee shall, if applicableat the end of the period during which Holders may respond to the notice, any related fixture filings.send notice to the Company stating the aggregate principal amount of Notes as to which the Trustee has received determinations or consents. Within 30 days of the end of the period during which Holders may respond to the notice, the Company shall (so long as the Trustee has sent the notice required by the preceding sentence) provide the Trustee with an Officers' Certificate specifying the determination or consent to which it relates and certifying whether or not such determination or consent has become effective

Real Estate Mortgages and Filings. Within 150 days after (i) the Issue Date with With respect to any Material Real Property that exists fee interest in any Premises owned by the Company or a Subsidiary Guarantor on the Issue Date and (ii) or acquired by the Company or a Subsidiary Guarantor after the Issue Date that forms a part of the Xxx Legacy Collateral or the Pulitzer Collateral, as applicable, within 90 days of the Issue Date or 90 days of the date of acquisition of any Material Real Property acquired after the Issue Date (eachor, a “Mortgaged Property” and collectively, the “Mortgaged Properties”) (in each case, or such later date as the First Lien Collateral Agent, may have agreed under the New Notes Indenture, or if the New Notes Indenture is not then in effect, such later date as may be agreed to by such Person contemplated by the Second Lien Collateral Agent may have agreed (acting at the direction of Holders of a majority of the NotesXxx Xxxx Passu Intercreditor Agreement, Xxx Xxxxxx Intercreditor Agreement, Pulitzer Junior Intercreditor Agreement or Pulitzer Pari Intercreditor Agreement, as applicable)):, as applicable: (a) the Issuer Company or such Subsidiary Guarantor shall deliver to the Second Lien Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself, the Trustee itself and the Holders, fully executed counterparts of mortgages, deeds of trust, security deeds or deeds to secured debt (each, a “Mortgage”) in accordance with the requirements of this Indenture and/or the Security DocumentsMortgages, duly executed and acknowledged by the Issuer Company or such Subsidiary Guarantor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and otherwise filings of such Mortgage (and payment of any taxes or fees in form suitable for filing and recording in all appropriate local filing or recording offices of each applicable political subdivision where each Material Real Property is situated in order connection therewith), together with any necessary fixture filings, as may be necessary to create a valid and subsisting valid, perfected Lien on Lien, with the property described therein in favor of the Second Lien Collateral Agent for the ratable benefit of itselfpriority required by this Indenture, the Trustee Collateral Documents, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Holders Pulitzer Pari Intercreditor Agreement, subject to Liens permitted by Section 3.5 and that all filing subject to the rights of any Priority Payment Lien Obligations and recording taxes and fees have been paid or otherwise provided forPulitzer Priority Payment Lien Obligations, as the case may be, against the properties purported to be covered thereby; (b) the Second Lien Collateral Agent shall have received fully paid American Title Association Lendermortgagee’s title insurance policies or marked up unconditional binder of such insurance (the “Mortgage Policies”) in favor of the Second Lien Collateral Agent, and its successors and/or assigns, in the form necessary, with respect to the Material Real Property property purported to be covered by the applicable Mortgages, which shall to insure that the interests created by the Mortgages constitute valid Liens on the applicable Material Real Propertythereon, with the priority required by this Indenture Indenture, the Collateral Documents, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Security DocumentsPulitzer Pari Intercreditor Agreement, free and clear of all Liens, defects and encumbrances, other than Permitted LiensLiens permitted by Section 3.5 and subject to the rights of any Priority Payment Lien Obligations and Pulitzer Priority Payment Lien Obligations. All such Mortgage Policies title policies to be in amounts equal to 100% of the estimated Fair Market Value of the Material Real Property Premises covered thereby, and such policies shall also include, to the extent available, include such endorsements as shall be reasonably requested contained in transactions the corresponding title insurance policies issued in favor of similar size and purpose the administrative agent under any Debt Facility and shall be accompanied by evidence of the payment in full by the Issuer Company or the applicable Subsidiary 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;); an (c) if the Second Lien Collateral Agent shall have received an American Land Title Association/National Society of Professional Surveyors form surveys, for which all necessary fees (where applicable) have been paid, certified to the Second Lien Collateral Agent and the issuer of the Mortgage Policies by a land surveyor duly registered and licensed in the states in 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 same state as any such Material Real Property), the Issuer Company or the Subsidiary Guarantors shall deliver to the Second Lien Collateral Agent customary local counsel opinions in (x) with respect to each of the jurisdictions in which Premises owned on the Mortgaged Property is locatedIssue Date, such filings and, with respect to any Premises, surveys (and any survey affidavits that the title company may reasonably require in connection with the issuance of survey coverage under the title insurance policies) of such Premises to the extent required by the administrative agent under any Debt Facility, local counsel mortgage enforceability opinions, flood hazard determinations and perfection any required flood insurance, along with such other documents, instruments, certificates and agreements, and any other documents necessary to comply with clauses (a) and (b) above, and (y) with respect to each of the Mortgages Premises acquired after the Issue Date, such filings and, if applicablewith respect to any Premises, surveys (and any related fixture filingssurvey affidavits that the title company may reasonably require in connection with the issuance of the survey coverage under the title insurance policies) of such Premises to the extent required by the administrative agent under any Debt Facility, flood hazard determinations and any required flood insurance, along with such other documents, instruments, certificates and agreements, and any other documents necessary to comply with clauses (a) and (b) above and to in each case perfect the Collateral Agent’s security interest, with the Lien priority required by this Indenture, the Collateral Documents, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement in such Premises, together with such local counsel mortgage enforceability opinions.

Real Estate Mortgages and Filings. Within 150 days after (i) the Issue Date with With respect to any fee interest in Material Real Property that exists by the Issuer, Intermediate Holdings or a Note Guarantor on the Issue Date and (ii) Date, or acquired by the date of acquisition of any Material Real Property acquired Issuer, Intermediate Holdings or a Note Guarantor after the Issue Date that forms a part of the Collateral which is required to be mortgaged to the Collateral Agent (each, a “Mortgaged Property” individually and collectively, the “Mortgaged PropertiesPremises”) (in each case), 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 acquisition, as applicable, the Issuer, Intermediate Holdings or the applicable Note Guarantor shall deliver to the Collateral Agent such later date mortgages, deeds of trust, surveys, certificates, title insurance policies, legal opinions and other instruments as are required by the holders of the First Priority Lien Collateral AgentObligations or Second Priority Lien Obligations, may have agreed under if then outstanding (and to the New Notes Indentureextent, or if and substantially in the New Notes Indenture is not then in effectform, such later date as the Second Lien Collateral Agent may have agreed (acting at the direction of Holders of a majority delivered to holders of the NotesFirst Priority Lien Obligations or Second Priority Lien Obligations (but no greater scope)):), and if neither is then outstanding: (a) the Issuer Issuer, Intermediate Holdings or such the applicable Note Guarantor shall deliver to the Second Lien Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself, the Trustee itself and the Holders, (i) fully executed counterparts of mortgages, deeds of trust, security deeds or deeds to secured debt (each, a “Mortgage”) in accordance with the requirements of this Indenture and/or the Security Documents, Mortgages duly executed and acknowledged by the Issuer Issuer, Intermediate Holdings or such Note Guarantor, delivered by the record owner of such Premises and otherwise in form suitable for recording or filing and recording in all appropriate local filing or recording offices (ii) such other documents including, but not limited to, any consents, agreements and confirmations of each applicable political subdivision where each Material Real Property is situated in order to create a valid and subsisting perfected Lien on third parties, as the property described therein in favor of the Second Lien Collateral Agent for the ratable benefit of itself, the Trustee and the Holders and that all filing and recording taxes and fees have been paid may reasonably request with respect to any such Mortgage or otherwise provided forPremises; (b) the Second Lien Collateral Agent shall have received fully paid American Title Association Lender’s title insurance a policy or policies or marked marked-up unconditional binder of such insurance (the “Mortgage Policies”) in favor of the Second Lien Collateral Agenttitle insurance, and its successors and/or assignsas applicable, with respect to the Material Real Property to be covered paid for by the applicable MortgagesIssuer, which shall insure that issued by a nationally recognized title insurance company insuring the interests created by the Mortgages constitute Lien of such Mortgage as a valid Liens first-priority Lien (subject to Permitted Liens) on the applicable Material Real PropertyPremises described therein, together with such customary endorsements, coinsurance and reinsurance as the priority required by this Indenture and the Security Documents, free and clear of all Liens, defects and 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 extent available, endorsements as shall be Collateral Agent may 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;request; and (c) if the Second Lien Issuer shall, or shall cause Intermediate Holdings or the Note Guarantors to, deliver to the Collateral Agent shall have received an American Land Title Association/National Society such surveys (or any updates or affidavits that the title company may reasonably require in connection with the issuance of Professional Surveyors form surveys, for which all necessary fees (the title insurance policies) together with such local counsel opinions and opinions of counsel in the jurisdiction where applicable) have been paid, certified to the Second Lien owner of such Premises is organized as the Collateral Agent and the issuer of the Mortgage Policies by a land surveyor duly registered and licensed in the states in 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 same state as any such Material Real Property), the Issuer or the Guarantors its counsel shall deliver to the Second 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, any related fixture filingsreasonably request.

Real Estate Mortgages and Filings. Within 150 days after (i) Subject to the Issue Date limitations described in Section 10.01 hereof, with respect to (a) any Material fee interest in certain Real Property that exists identified in Schedule 4.21 as owned on the Issue Date and by the Issuer or a Subsidiary Guarantor, (iib) the date of acquisition of any Material fee interest in Real Property acquired by the Issuer or a Subsidiary Guarantor after the Issue Date, but exclusive of Excluded Property and the ICTC Excluded Collateral, and (c) any Leasehold for which the aggregate annual rental payments are $1,000,000 or more (other than any Leasehold with respect to which the Issuer or a Subsidiary Guarantor has not obtained (after using commercially reasonable efforts to obtain same) the consent of the lessor to grant a mortgage in such Leasehold), in each instance, within 120 days after the Issue Date (eachor within 120 days after the date of such acquisition, a “as applicable, with respect to each Mortgaged Property” and collectively, the “Mortgaged Properties”) (in each case, or such later date as the First Lien Collateral Agent, may have agreed under the New Notes Indenture, or if the New Notes Indenture is not then in effect, such later date as the Second Lien Collateral Agent may have agreed (acting at the direction of Holders of a majority of the Notes)):: (a) the Issuer or such Guarantor shall deliver and the Subsidiary Guarantors, as applicable, will cause to be delivered to the Second Lien Notes Collateral Agent, as mortgagee or beneficiary, as applicable, for to secure the ratable benefit of itself, the Trustee Notes and the HoldersNote Guarantees, duly executed by the Issuer or the applicable Subsidiary Guarantor, as the case may be, fully executed counterparts of mortgages, deeds of trust, security deeds or deeds to secured debt (each, a “Mortgage”) in accordance with the requirements of this Indenture and/or the Security Documents, duly executed and acknowledged by the Issuer or such GuarantorMortgages, and otherwise to the extent advised by local counsel, corresponding UCC Fixture Filings and As-Extracted Collateral Filings (or, if UCC Fixture Filings and As-Extracted Collateral Filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by local law, in customary form suitable for filing the applicable jurisdiction, which Mortgages and recording UCC Fixture Filings (or, in all appropriate local filing or recording offices the case of UCC Fixture Filings, any other equivalent filings, as available in each applicable political subdivision where jurisdiction) shall cover the applicable Mortgaged Property, together with evidence that counterparts of such Mortgages and UCC Fixture Filings (or, in the case of UCC Fixture Filings, any other equivalent filings, as available in each Material Real Property is situated applicable jurisdiction) and, if applicable, As-Extracted Collateral Filings (or, in order to create a valid the case of UCC Fixture Filings and subsisting perfected Lien on the property described therein As-Extracted Collateral Filings, any other equivalent filings, as available in favor of the Second Lien Collateral Agent for the ratable benefit of itself, the Trustee and the Holders and that all filing and recording taxes and fees each applicable jurisdiction) have been paid or otherwise provided fordelivered to the title insurance company insuring the Lien of such Mortgage for recording; (b) the Second Lien Notes Collateral Agent shall have received fully paid American Title Association Lendermortgagee’s title insurance policies or marked up unconditional binder of such insurance (the “Mortgage Policies”) Policies in favor of the Second Lien Notes Collateral Agent, as mortgagee for the benefit of itself and its successors and/or assignsthe Trustee and the holders of the Notes, with respect to the Material Real Mortgaged Property purported to be covered by the applicable Mortgagessuch Mortgage, which shall insure reasonably assure the Notes Collateral Agent that the interests created by the Mortgages Mortgage constitute valid and enforceable first priority Liens on the applicable Material Real Property, with the priority required by this Indenture and the Security Documents, such Mortgaged Property free and clear of all Liens, defects and encumbrances, encumbrances (other than Permitted Liens. All Encumbrances), each such Mortgage Policies Policy to be in amounts equal have a policy limit, not to exceed one hundred ten percent (110%) of the estimated then Fair Market Value of the Material Real Property covered therebyMortgaged Property, and such policies shall also includeinclude customary title endorsements, to the 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 paidavailable at ordinary rates; (c) if previously delivered to the Second Lien administrative agent under the Term Loan Credit Facility, the Issuer and the Subsidiary Guarantors, as applicable, will cause to be delivered to the Notes Collateral Agent shall have received an American Land Title Association/National Society of Professional Surveyors form surveys, for which all necessary fees (where applicable) have been paid, certified Mortgaged Coal Property Support Documents as delivered to the Second Lien administrative agent under the Term Loan Credit Facility with respect to each lease or grant of mineral rights as to which the Issuer or any of its Subsidiaries is a lessee or grantee; (d) the Issuer or the applicable Subsidiary Guarantor shall deliver to the Notes Collateral Agent and the issuer of applicable title insurance company (i) surveys or reports from zoning report companies as may be reasonably necessary to cause such title insurance company to issue the Mortgage Policies by a land surveyor duly registered required above and licensed in any such filings or any updates or affidavits that the states in 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 title company may reasonably require as necessary to issue the Mortgage Policies without required above, (ii) such other documents, instruments, certificates and agreements, as reasonably required to create, evidence or perfect a valid first-priority Lien on the need for Mortgaged Property subject to each such new or updated surveysMortgage (subject to Permitted Encumbrances); and (iii) the customary opinions of local counsel relating to the Mortgages required above; and (de) in each case a Pari Passu Intercreditor Memo shall be executed by the Notes Collateral Agent and the Term Loan Collateral Agent with respect to any Material Real Property (and any other Mortgaged Properties located each Mortgage if the title insurance company issuing the Mortgage Policies in favor of the Notes Collateral Agent requires the same state as any such Material Real Property), in order to insure that the Issuer or the Guarantors shall deliver to the Second Lien Collateral Agent customary local counsel opinions in the jurisdictions in which of Mortgages on the Mortgaged Property is located, with respect to the enforceability and perfection in favor of the Mortgages and, if applicable, any related fixture filingsNotes Collateral Agent and the Lien of the mortgages on the Mortgaged Property in favor the Term Loan Notes Collateral Agent are pari passu.

Real Estate Mortgages and Filings. Within 150 days after With respect to Mortgaged Properties: (i) the Issue Date with respect to any Material Real Property that exists on the Issue Date and (ii) the date of acquisition of any Material Real Property acquired after the Issue Date (each, a “Mortgaged Property” and collectively, the “Mortgaged Properties”) (in each case, or such later date as the First Lien Collateral Agent, may have agreed under the New Notes Indenture, or if the New Notes Indenture is not then in effect, such later date as the Second Lien Collateral Agent may have agreed (acting at the direction of Holders of a majority of the Notes)): (a) the Issuer or such Guarantor Borrower shall deliver to the Second Lien Term Collateral 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”) in accordance with the requirements of this Indenture and/or the Security DocumentsMortgages, duly executed and acknowledged by the Issuer Borrower or such the applicable Subsidiary Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and otherwise filings of such Mortgage (and payment of any taxes or fees in form suitable connection therewith, provided that in jurisdictions that impose mortgage recording taxes, such Mortgage shall not secure indebtedness in an amount exceeding 100% of the fair market value of the applicable Mortgaged Properties, as reasonably determined in good faith by the Borrower) as may be necessary to create a valid, perfected first-priority Lien, subject to Permitted Liens, against the Mortgaged Properties purported to be covered thereby and, to the extent requested by the Administrative Agent or the Term Collateral Agent, proper fixture filings under the UCC on Form UCC-1 for filing and recording under the UCC in all the appropriate local filing or recording offices of each applicable political subdivision where each Material Real Property is situated jurisdictions in which the Mortgaged Properties are located, in order to create a valid and subsisting perfected Lien on the property described therein in favor of the Second Lien Collateral Agent for the ratable benefit of itself, the Trustee and the Holders and that all filing and recording taxes and fees have been paid or otherwise provided for; (b) the Second Lien Collateral Agent shall have received 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 Second Lien Term Collateral Agent, a perfected first priority lien and its successors and/or assignssecurity interest in the fixtures constituting Non-ABL Collateral and a perfected second priority lien and security interest in the fixtures constituting ABL Collateral, which is conveyed by the Mortgages and which can be perfected by the making of such filings, registrations or recordations, prior and superior to the right of any other Person (other than Permitted Liens), shall be filed, registered or recorded, or delivered for filing, as follows: (A) with respect to each of the Mortgaged Properties constituting processing plants, within 150 days of the Effective Date; (B) with respect to Mortgaged Properties which constitute hog farms (“Farm Premises”) with an aggregate value of gross property, plant and equipment before depreciation (as reflected in the Borrower’s financial records, “Gross PPE”) equal to at least 75% of the total Gross PPE of all of the Farm Premises as of May 3, 2009, within 150 days of the Effective Date, and (C) with respect to the Material Real Property remaining Farm Premises, within 320 days of the Effective Date; (ii) the Borrower shall deliver to be covered by the applicable MortgagesTerm Collateral Agent an ALTA policy of title insurance (or commitment to issue such a policy having the effect of a policy of title insurance), which shall (A) be in an aggregate amount equal to $825,000,000 (to be proportionally allocated among the Mortgaged Properties for which title insurance is required hereunder); (B) be issued at ordinary rates; (C) insure or commit to insure that the Mortgages insured thereby create valid and enforceable first priority liens and security interests created by in the Mortgages constitute valid Liens on the applicable Material Real Property, with the priority required by this Indenture and the Security Documentsreal properties described therein, free and clear of all Liens, defects and encumbrances, other than except for the Permitted Liens. All such Mortgage Policies to ; (D) name the Term Collateral Agent as the insured thereunder; (E) be in amounts equal to the estimated Fair Market Value form of ALTA Loan Policy – 2006 (or equivalent policies); (F) contain such affirmative coverage as are customary in a transaction of this type and the Material Real Property covered thereby, and such policies shall also includefollowing endorsements, to the extent availableavailable in a particular jurisdiction and applicable to the particular real property: Variable Rate; Environmental Protection Lien; Restrictions, endorsements as Encroachments, Minerals; Future Advance – Priority; Future Advance – Letter of Credit; Access and Entry; Multiple Tax Parcel; Contiguity; First Loss – Multiple Parcels Transaction; Doing Business; Revolving Credit; Usury; Waiver of Arbitration; Address; Mortgage Recording Tax; Pro Tanto (which endorsement shall provide that (x) notwithstanding that the amount of the title insurance policy in favor of the Term Collateral Agent that covers the applicable Mortgaged Property and the amount of the title insurance policy in favor of the ABL Agent covering the same Mortgage Property shall each be equal to the amount allocated to such Mortgage Property, the aggregate amount of title insurance available under both such title insurance policies shall be reasonably requested in transactions of similar size equal to the amount so allocated and purpose and shall be accompanied by evidence (y) payment under either of the payment in full foregoing title policies shall reduce the aggregate amount available under both such title insurance policies); Tie In/Cluster; Riparian Rights; Survey (subject to clause (iii) below, not required for Farm Premises); and Zoning (not required for Farm Premises, and with respect to other Mortgaged Properties, required to the extent the same can be obtained based upon either the existing survey or any new survey done with respect to such Mortgaged Properties and/or a Property Information Report performed by Xxxx & Xxxxx); and (G) be issued by title companies satisfactory to the Issuer Term Collateral Agent (including any such title companies acting as co-insurers or reinsurers, at the applicable Guarantor option of the Term Collateral Agent (the “Title Company”), as follows: (1) with respect to each of the Mortgaged Properties constituting processing plants, within 150 days of the Effective Date, (2) with respect to Farm Premises with a Gross PPE equal to at least 75% of the total Gross PPE of all of the Farm Premises, within 150 days of the Effective Date, and (3) with respect to the remaining Farm Premises, within 320 days of the Effective Date; provided that with respect to any Farm Premises listed on Schedule I to the Indenture (as such schedule exists on the date hereof, without giving effect for purposes of this clause (3) to any amendment or other modification thereto unless modified with the consent of the Administrative Agent) with a notation that title insurance shall not be required, the Borrower and the Subsidiary Guarantors shall only be required to deliver a title report. The Term Collateral Agent shall receive evidence that all premiums thereon (in respect of title policies or that satisfactory arrangements for such payment have been made) and that commitments, title search reports, all charges for mortgage recording taxes, filing and recording fees tax and all related expenses, if any, have been paid; (ciii) if the Second Lien Borrower shall, or shall cause its Subsidiary Guarantors to, deliver to the Term Collateral Agent Agent, prior to or at the same time as delivery of the title policies or commitments or title search reports referred to in clause (ii) above, a copy of all recorded documents referred to, or listed as exceptions to title in such title policies and a copy of all other material documents affecting the Mortgaged Properties; (iv) the Borrower shall, or shall have received cause its Subsidiary Guarantors to, deliver to the Term Collateral Agent, with respect to each of the Mortgaged Properties, (A) an American Land Title Association/National Society of Professional Surveyors form surveys, for which all necessary fees (where applicable) have been paid, ALTA survey prepared and certified to the Second Lien Term Collateral Agent by a qualified surveyor or (B) an existing survey if one exists on the Effective Date, with no change affidavit only if the Title Company agrees to remove general survey exceptions and issue comprehensive, address, survey and access endorsements on the title TERM LOAN AGREEMENT, Page 50 policy delivered pursuant to clause (ii) above, or in the alternative with respect to the Farm Premises, an existing survey if one exists on the Effective Date, or copies of plats, mapping data and information or property reports which shall provide reasonable evidence that the hog farms and all related improvements are located on the land owned by the Borrower or the Subsidiary Guarantors, with commercially reasonable efforts to obtain survey endorsements with respect to the title insurance policies on such Farm Premises (to the extent title insurance is required), as follows: (1) with respect to each of the Mortgaged Properties constituting processing plants, within 150 days of the Effective Date, (2) with respect to Farm Premises with an aggregate value of Gross PPE equal to at least 75% of the total Gross PPE of all of the Farm Premises, within 150 days of the Effective Date, and (3) with respect to the remaining Farm Premises, within 320 days of the Effective Date, and (v) the Borrower shall, or shall cause its Subsidiary Guarantors to, deliver to the Term Collateral Agent, with respect to each of the Mortgaged Properties, an opinion of counsel in the state in which the Mortgaged Properties are located, and an opinion of counsel in the jurisdiction of incorporation or organization of each Subsidiary Guarantor entering into a Mortgage, in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the issuer Term Collateral Agent, and zoning reports, such other information, documentation, instruments, certifications and agreements, as are customary in a transaction of this type, as may be reasonably required by the Term Collateral Agent, as follows: (A) with respect to each of the Mortgage Policies by a land surveyor duly registered Mortgaged Properties constituting processing plants, within 150 days of the Effective Date, (B) with respect to Farm Premises with an aggregate value of Gross PPE equal to at least 75% of the total Gross PPE of all of the Farm Premises, within 150 days of the Effective Date, and licensed in (C) with respect to the states in which remaining Farm Premises, within 320 days of 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 surveysEffective Date; and (dvi) within the time required above for the delivery of a Mortgage with respect to a parcel of Mortgaged Property, the Borrower shall deliver to the Administrative Agent, a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each such parcel of Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower or the applicable Obligor, and evidence of flood insurance, in each case the event any such parcel of Mortgaged Property is located in a special flood hazard area). Notwithstanding anything to the contrary in clauses (i) through (v) above, in the event the Borrower and the Subsidiary Guarantors cannot, with respect to any Material Real Property Farm Premises owned on the Effective Date (“Removed Farm Premises”) satisfy the delivery requirements as provided in clauses (i) through (v) above after using commercially reasonable efforts to do so, they shall not be deemed to be in default of their obligations under such clauses if, within the time periods required above, the Borrower and any other Mortgaged Properties located the Subsidiary Guarantors deliver the items described in clauses (i) through (v) above with respect to one or more substitute properties of substantially comparable quality and utility and which in the same state as any such Material Real Property)aggregate have a Gross PPE equal to or greater than the Removed Farm Premises, provided that if, within the Issuer or 320 day time period referred to above the Borrower and the Subsidiary Guarantors shall deliver to the Second Lien Collateral Agent customary local counsel opinions are in the jurisdictions in which the Mortgaged Property is located, compliance with clauses (i) through (v) above with respect to the enforceability and perfection Farm Premises which shall have an aggregate Gross PPE of equal to or greater than 85% of the Mortgages andtotal Gross PPE of all Farm Premises, then neither a Default nor an Event of Default shall not be deemed to occur if applicable, any related fixture filingsthe Borrower and the Subsidiary Guarantors are unable to satisfy the requirements of paragraph (i) through (v) with respect to additional Farm Premises so long as the Borrower and the Subsidiary Guarantors continue to use commercially reasonable efforts to satisfy such requirements.

Real Estate Mortgages and Filings. Within 150 days after With respect (i) the Issue Date with respect to any Material Real Property that exists owned by the Issuers or a Subsidiary Guarantor on the Issue Date and (ii) any real property which is required to become part of the date of acquisition of any Material Real Property acquired after Collateral and mortgaged to the Issue Date Collateral Agent pursuant to Section 11.3 (each, a “Mortgaged Property” individually and collectively, the “Mortgaged PropertiesPremises”), on or before the Issue Date (unless otherwise specified below) or within 90 days of the date of acquisition (in each casethe case of after-acquired real property required to be mortgaged), or such later date as the First Lien Collateral Agent, may have agreed under the New Notes Indenture, or if the New Notes Indenture is not then in effect, such later date as the Second Lien Collateral Agent may have agreed (acting at the direction of Holders of a majority of the Notes)):applicable: (a1) the Issuer Issuers or such the applicable Subsidiary Guarantor shall deliver to the Second Lien Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself, the Trustee itself and the Holders, fully executed counterparts of mortgagesMortgages (together with, deeds in respect of trustMortgages required to be delivered on or prior to the Issue Date, security deeds or deeds to secured debt (eachreal estate subordination and priority agreements related thereto), a “Mortgage”) in accordance with the requirements of this Indenture and/or the Security Documents, Documents duly executed and acknowledged by the Issuer Issuers or such Subsidiary Guarantor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and otherwise filings of such Mortgages (and payment of any taxes or fees in form suitable for filing and recording in all appropriate local filing or recording offices of each applicable political subdivision where each Material Real Property is situated in order connection therewith) as may be necessary to create a valid and subsisting valid, perfected Lien on with the priority required by the Collateral Trust and Intercreditor Agreement and the ABL Intercreditor Agreement, subject to Permitted Liens, against the property described therein in favor of the Second Lien Collateral Agent purported to be covered thereby as security for the ratable benefit of itself, the Trustee and the Holders and that all filing and recording taxes and fees have been paid or otherwise provided forSecured Obligations; (b2) within 120 days after the Second Lien Issue Date for Mortgages granted as of the Issue Date, and as otherwise specified above for after-acquired property, the Collateral Agent shall have received fully paid American Title Association Lendermortgagee’s title insurance policies or marked up unconditional binder of such insurance (the “Mortgage Policies”) in favor of the Second Lien Collateral Agent, and its successors and/or assigns, in the form necessary, with respect to the Material Real Property property purported to be covered by the applicable Mortgages, which shall to insure that the interests created by the Mortgages constitute valid Liens on the applicable Material Real Property, thereon (with the priority required by this Indenture the Collateral Trust and Intercreditor Agreement and the Security Documents, ABL Intercreditor Agreement) free and clear of all Liens, defects and encumbrances, encumbrances other than Permitted Liens; provided, however, unless delivered to the ABL collateral agent or to the Collateral Agent in respect of any other Pari Passu Notes Lien Indebtedness, no such title insurance policies will be required to be delivered with respect to any Mortgage where the property encumbered thereby consists solely of pipeline easement, rights of way and other similar possessory and use instruments. All such Mortgage Policies to title policies shall be in amounts equal to 110% of the estimated Fair Market Value fair market value of the Material Real Property Premises covered thereby, and such policies shall also include, to the extent available, all endorsements as shall be reasonably requested required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Issuer Issuers or the applicable Subsidiary 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 Second Lien Collateral Agent shall have received an American Land Title Association/National Society of Professional Surveyors form surveys, for which all necessary fees (where applicable) have been paid, certified to the Second Lien Collateral Agent and the issuer of the Mortgage Policies by a land surveyor duly registered and licensed in the states in 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 (d3) in each case the Issuers shall, or shall cause the Subsidiary Guarantors to, deliver to the Collateral Agent (x) with respect to each of the covered Premises owned on the Issue Date, such filings, surveys (or any Material Real Property updates or affidavits that the title company may reasonably require in connection with the issuance of the title insurance policies) (and any in each case, to the extent existing on the Issue Date and, in each case, such surveys or other Mortgaged Properties located in items shall not be required to be delivered until 120 days after the same state as any such Material Real PropertyIssue Date), local counsel opinions, fixture filings and such other documents, instruments, certificates and agreements as may be necessary or as the Issuer or Collateral Agent and its counsel shall reasonably request, and (y) with respect to each of the Guarantors shall deliver covered Premises acquired after the Issue Date to the Second extent required to be mortgaged, such filings, surveys (or any updates or affidavits that the title company may reasonably require in connection with the issuance of the title insurance policies), local counsel opinions, fixture filings and such other documents, instruments, certificates, agreements and/or other documents necessary to comply with clauses (1) and (2) above and to perfect the Collateral Agent’s security interest and (with the priority required by the Collateral Trust and Intercreditor Agreement and the ABL Intercreditor Agreement) Lien Collateral Agent customary in such acquired covered Premises, together with such local counsel opinions in as the jurisdictions in which the Mortgaged Property is located, with respect to the enforceability Collateral Agent and perfection of the Mortgages and, if applicable, any related fixture filingsits counsel shall reasonably request.

Real Estate Mortgages and Filings. Within 150 days after (i) the Issue Date with respect to any Material Real Property that exists on the Issue Date and (ii) the date of acquisition of any Material Real Property acquired after the Issue Date (each, a “Mortgaged Property” and collectively, the “Mortgaged Properties”) (in each case, or such later date as the First Lien Collateral Agent, may have agreed under the New Notes Indenture, or if the New Notes Indenture is not then in effect, such later date as the Second Lien Collateral Agent may have agreed (acting at the direction of Holders of a majority of the Notes)): (a) the Issuer TCEH or such Guarantor a Subsidiary Guarantor, as applicable, shall deliver to the Second Lien Collateral Agent, as mortgagee or beneficiary, as applicable, for on the ratable benefit of itself, the Trustee and the HoldersIssue Date, fully executed counterparts Mortgages in substantially similar form and substance as the Mortgages delivered in connection with the TCEH Senior Secured Facilities and otherwise acceptable to the Collateral Agent’s counsel, including such schedules and provisions as TCEH’s local counsel in the jurisdiction where the relevant Premises are located and the Collateral Agent’s counsel may, in good faith, determine are necessary to conform such Mortgage to applicable local law, encumbering the Issue Date Premises that also secure the TCEH Senior Secured Facilities, and shall cause such Mortgages to be recorded in the applicable real property records on the Issue Date (provided, however, that if such recording shall not be effectuated on the Issue Date through no fault of mortgagesTCEH, deeds TCEH shall be deemed in compliance with such obligation so long as TCEH shall diligently and continuously use its best efforts to cause to be recorded all such Mortgages as soon as reasonably practicable after the Issue Date); and thereafter, with respect to Premises acquired or leased after the Issue Date, TCEH or a Subsidiary Guarantor shall deliver fully executed Mortgages no later than 120 days (or 180 days in the case of trustCollateral consisting of mining properties) after such acquisition or lease or, security deeds if earlier, the date such property is pledged to secure the TCEH Senior Secured Facilities or deeds to secured debt (each, a “Mortgage”) other First Lien Obligations in accordance with the requirements of set forth in this Indenture and/or the Security Documents, duly executed and acknowledged by TCEH or the Issuer or such applicable Subsidiary Guarantor, together with satisfactory evidence of the completion (or, with respect to After-Acquired Property only, satisfactory arrangements for the completion) of all recordings and otherwise filings of such Mortgages (and payment of any taxes and fees in form suitable for filing and recording in all appropriate local filing or recording offices of each applicable political subdivision where each Material Real Property is situated in order connection therewith) as may be necessary to create a valid and subsisting valid, perfected Lien (subject to Permitted Liens, but, for the avoidance of doubt, with the Lien of the existing Mortgages securing the Junior Lien Obligations subordinate to the Lien of the Mortgages to be recorded pursuant to this Indenture with respect to the Notes after giving effect to the Subordination and Priority Agreements) against the properties purported to be covered thereby. With respect to the Issue Date Premises, to the extent that any Mortgage is not recorded on the property described therein Issue Date, TCEH shall, in favor addition to its obligation to diligently and continuously use its best efforts to pursue the recording of any such Mortgage that has not been recorded on the Issue Date, provide (or cause to be provided, including reports submitted by TCEH’s counsel and/or the title company handling the recording of the Second Lien Mortgages) to the Collateral Agent a daily written report, advising of the recording status and anticipated date on which all such Mortgages shall be recorded, and including reasonable detail of any known problems or conditions that must be solved or satisfied before any such Mortgage shall be recorded; provided, however, that the foregoing shall not be deemed to modify or limit the obligation of TCEH to cause the Mortgages encumbering the Issue Date Premises to be recorded on the Issue Date. Notwithstanding anything to the contrary contained herein, with respect to After-Acquired Property, TCEH or a Subsidiary Guarantor, as applicable, shall not be required to execute and deliver a Mortgage for such After-Acquired Property if TCEH or a Subsidiary Guarantor, as applicable, is not required to execute and deliver a Mortgage for such After-Acquired Property under the ratable benefit of itself, the Trustee and the Holders and that all filing and recording taxes and fees have been paid or otherwise provided forTCEH Senior Secured Facilities; (b) the Second Lien Collateral Agent shall have received fully paid American Title Association Lender’s mortgagee title insurance policies or marked up unconditional binder of such insurance (the “Mortgage Policies”) in favor of the Second Lien Collateral Agent, together with copies of all deeds and its successors and/or assignstitle exceptions referenced in the policies that were recorded after the date on which the first lien Mortgage on the applicable Premises, and copies of such deeds and title exceptions recorded prior to that date as the Collateral Agent shall reasonably request (provided that TCEH or the applicable Subsidiary Guarantor shall be required only to use commercially reasonable efforts to have such prior deeds and title exceptions delivered to the Collateral Agent), in the forms promulgated by the Texas Department of Insurance or, in the case of any Premises located outside the State of Texas, such corresponding form applicable in such other jurisdiction, and in form and substance substantially similar to the mortgagee title policies obtained in connection with the TCEH Senior Secured Facilities and otherwise acceptable to the Collateral Agent issued in favor of the Collateral Agent, as beneficiary under each of the Mortgages, which mortgagee title insurance policies also shall be in the form necessary, with respect to the Material Real Property any real property purported to be covered by the Mortgage applicable Mortgagesto any such policy, which shall to insure that the interests created by the Mortgages Mortgage constitute valid Liens on the applicable Material Real Property, with the priority required by this Indenture and the Security Documents, such property free and clear of all Liens, defects and encumbrances, encumbrances (other than Permitted Liens. All , but, for the avoidance of doubt, with the Lien of the existing Mortgages securing the Junior Lien Obligations subordinate to the Lien of the Mortgages to be recorded pursuant to this Indenture with respect to the Notes after giving effect to the Subordination and Priority Agreements), each such Mortgage Policies title insurance policy to be in amounts equal an amount reasonably satisfactory to the estimated Fair Market Value Collateral Agent, but in no event more than the least of (i) the then outstanding principal amount of the Material Real Property covered Notes secured by the applicable Mortgage, (ii) the fair market value of the Premises acquired by TCEH or a Subsidiary Guarantor, (iii) the maximum amount of title insurance coverage available at the time of issuance of any title insurance policy pursuant to the regulations promulgated by the Texas Department of Insurance (including through re-insurance arrangements), and (iv) the maximum amount insurers licensed to provide title insurance in the state in which such Premises are situated are willing to insure and re-insure, if applicable, after TCEH and/or the applicable Subsidiary Guarantor’s commercially reasonable efforts to obtain the maximum available coverage under Section 11.05(b)(i) through Section 11.05(b)(iii) herein, in any event with aggregate coverage allocated among the various title insurance policies based upon the estimated fair market value of the applicable Premises insured thereby, and such policies shall also include, to the extent availableavailable at a commercially reasonable premium, all endorsements as shall be reasonably requested delivered in transactions of similar size and purpose connection with the TCEH Senior Secured Facilities and shall be accompanied by evidence of the payment in full by the Issuer or the applicable Guarantor of all premiums thereon thereon. Notwithstanding anything to the contrary in the foregoing, (a) TCEH or a Subsidiary Guarantor, as applicable, shall not be obligated to obtain and deliver any mortgagee title insurance policies for any of the Premises if TCEH or a Subsidiary Guarantor, as applicable, was not required to obtain and deliver policies covering those properties under the TCEH Senior Secured Facilities (as of the Issue Date) or with respect to After-Acquired Property is not required to obtain and deliver such policies, under the TCEH Senior Secured Facilities, and (b) with respect to the Issue Date Premises, TCEH or a Subsidiary Guarantor, as applicable, shall deliver (or make satisfactory arrangement for the delivery of) mortgagee title insurance policies (I) with respect to the Mortgages encumbering no less than 75% of the fair value (as such term is used in the most recent consolidated financial statements of TCEH) of the Issue Date Premises, within 90 days after the Issue Date, and (II) with respect to the Mortgages encumbering the remaining Issue Date Premises, within 150 days after the Issue Date; provided that TCEH (or such applicable Subsidiary Guarantor) shall continue to be in compliance with the requirement in this clause (II) with respect to any Issue Date Premises for which a mortgagee title policy has not been delivered (or satisfactory arrangements for such payment delivery have not been made) within such 150-day period solely to the extent that the fair value (as such term is used in the most recent consolidated financial statements of TCEH) of such Issue Date Premises (individually or in the aggregate) for which a mortgagee title policy has not been delivered (or satisfactory arrangements for delivery have not been made) shall be no greater than 5% of the fair value (as such term is used in the most recent consolidated financial statements of TCEH) of all Issue Date Premises and that all charges for mortgage recording taxes, filing and recording fees and all related expenses, if any, have been paidTCEH (or such applicable Subsidiary Guarantor) uses its reasonable best efforts to deliver any such mortgagee title policy as soon as practicable; (c) if TCEH shall, or shall cause each Subsidiary Guarantor to, deliver to the Second Lien Collateral Agent, with respect to each of the covered Premises, such filings, surveys (together with any updates or affidavits that the title company may reasonably require as necessary to issue the title insurance policies), local counsel opinions, flood hazard certificates, landlord agreements and fixture filings, along with such other documents, instruments, certificates and agreements, as the Collateral Agent shall have received an American Land Title Association/National Society of Professional Surveyors form surveysmay reasonably require to create, evidence or perfect a valid Lien (subject to Permitted Liens; but, for which all necessary fees (where applicable) have been paidthe avoidance of doubt, certified with the Liens of the Mortgages securing the Junior Lien Obligations subordinate to the Second Lien Collateral Agent and the issuer of the Mortgage Policies by a land surveyor duly registered Mortgages to be recorded pursuant to this Indenture with respect to the Notes after giving effect to the Subordination and licensed in the states in which Priority Agreements) on the property described in subject to each such surveys Mortgage on (x) the Issue Date with respect to the Issue Date Premises, and (y) with respect to Premises acquired or leased after the Issue Date, no later than the date TCEH or its Subsidiary is located; provided that new or updated surveys will not be required if an existing survey, ExpressMap or other similar documentation is available to deliver and survey coverage is available for the record a Mortgage Policies without the need for such new or updated surveysPremises in accordance with the TCEH Senior Secured Facilities; and (d) in each case TCEH shall use commercially reasonable efforts to cause Subordination and Priority Agreements to be executed and delivered on or prior to the Issue Date and recorded contemporaneously with respect to any Material Real Property (and any other Mortgaged Properties located the Mortgages securing the Notes in the same state as any such Material Real Property), relevant real property records to evidence the Issuer or the Guarantors shall deliver to the Second Lien Collateral Agent customary local counsel opinions in the jurisdictions in which the Mortgaged Property is located, with respect to the enforceability and perfection relative priority of the Mortgages and, if applicable, any related fixture filingssecuring the Notes and the Mortgages securing the other First Lien Obligations and the Junior Lien Obligations outstanding as of the Issue Date.

Real Estate Mortgages and Filings. Within 150 days after (i) the Issue Date with With respect to any Material Real Property that exists fee interest in any Premises owned by the Issuer or a Guarantor on the Issue Date and (ii) or acquired by the Issuer or a Guarantor after the Issue Date that forms a part of the Collateral, within 90 days of the Issue Date or the date of acquisition of any Material Real Property acquisition, as applicable (or, with respect to a fee interest acquired after the Issue Date (each, a “Mortgaged Property” and collectively, the “Mortgaged Properties”) (in each case, or such later date as the First Lien Collateral Agent, may have agreed under the New Notes Indenture, or if the New Notes Indenture is not then in effectDate, such later date as the Second Lien Term B Credit Agreement Collateral Agent may have agreed to under the Term B Credit Agreement) (acting in each case solely to the extent, and substantially in the form, delivered to the Secured Notes Collateral Agent at the direction time of Holders of a majority of the Notes)acquisition, but no greater scope): (a) the Issuer or such Guarantor shall deliver to the Second Lien Secured Notes Collateral 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”) in accordance with the requirements of this Indenture and/or the Security Documents, duly executed and acknowledged by the Issuer or such Guarantor, and otherwise in form suitable for filing and recording in all appropriate local filing or the recording offices office of each applicable political subdivision where each Material Real Property Premises is situated situated, together with such certificates, affidavits, questionnaires or returns as shall be reasonably required in order connection with the recording or filing thereof and evidence of the completion (or satisfactory arrangements for the completion) of 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 and subsisting valid, perfected Lien on Lien, with the property described therein in favor of the Second Lien Collateral Agent for the ratable benefit of itself, the Trustee priority required by this Indenture and the Holders and that all filing and recording taxes and fees have been paid or otherwise provided forSecurity Documents, subject to Permitted Liens, against Premises purported to be covered thereby; (b) the Second Lien Secured Notes Collateral Agent shall have received fully paid American Title Association Lendermortgagee’s title insurance policies (or a binding pro forma title insurance policy on marked up unconditional binder of such insurance (the “Mortgage Policies”title insurance) in favor of the Second Lien Secured Notes Collateral Agent, and its successors and/or assigns, in the form necessary, with respect to the Material Real Property Premises purported to be covered by the applicable Mortgages, which shall insure that the interests created by the Mortgages constitute valid Liens on the applicable Material Real PropertyPremises, with the priority required by this Indenture and the Security Documents, free and clear of all Liens, defects and encumbrances, other than Permitted Liens. All such Mortgage Policies title policies to be in amounts equal to the estimated Fair Market Value fair market value of the Material Real Property Premises covered thereby, and such policies shall also include, to the extent available, all such endorsements as shall be reasonably requested required 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 Second Lien Secured Notes Collateral Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (b) above and a copy of all other material documents affecting the Premises; (d) if requested by the Term B Credit Agreement Collateral Agent under the Term B Credit Agreement, the Secured Notes Collateral Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) above (the “Title Insurance Company”) shall have received an American Land Title Association/National Society ALTA survey or other survey of Professional Surveyors form surveys, for which all necessary fees (where applicable) have been paid, the sites of the Premises certified to the Second Lien Secured Notes Collateral Agent and the issuer Title Insurance Company in a manner customary for the type of real property subject to such survey, dated as of a date that is reasonably satisfactory to the Mortgage Policies Title Insurance Company by a an independent professional licensed land surveyor duly registered reasonably satisfactory to the Title Insurance Company, or in lieu thereof, existing surveys, together with any affidavits on certificates required by the Title Insurance Company as shall be sufficient to enable the Title Insurance Company to remove any standard survey exceptions from the applicable title insurance policy and licensed in issue customary survey-dependent endorsements to the states in 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 surveysapplicable title insurance policy; and (de) in each case with respect to any Material Real Property (and any other Mortgaged Properties located in the same state as any such Material Real Property), the Issuer or the Guarantors shall deliver to the Second Lien Secured Notes Collateral Agent customary local counsel opinions and opinions of counsel in the jurisdictions in which the Mortgaged Property is located, with respect to the enforceability and perfection jurisdiction of organization of the Mortgages and, if applicable, any related fixture filingsowner of the applicable Premises.

Real Estate Mortgages and Filings. Within 150 days after (i) the Issue Date with respect to any Material Real Property that exists on the Issue Date and (ii) the date of acquisition of any Material Real Property acquired after the Issue Date (each, a “Mortgaged Property” and collectively, the “Mortgaged Properties”) (in each case, or such later date as the First Lien Collateral Agent, may have agreed under the New Notes Indenture, or if the New Notes Indenture is not then in effect, such later date as the Second Lien Collateral Agent may have agreed (acting at the direction of Holders of a majority of the Notes)): (a) the Issuer TCEH or such Guarantor shall a Subsidiary Guarantor, as applicable, will deliver to the Second Lien Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself, the Trustee and the Holders, fully executed counterparts Mortgages in substantially similar form and substance as the Mortgages delivered in connection with the TCEH Senior Secured Facilities (save and except any provision necessary to evidence the Mortgages’ second-lien status) and otherwise acceptable to the Collateral Agent’s counsel, including such schedules and provisions as TCEH’s local counsel in the jurisdiction where the relevant Premises are located and the Collateral Agent’s counsel may, in good faith, determine are necessary to conform such Mortgage to applicable local law with respect to (1) each of mortgagesthe Premises owned or leased on the Issue Date (“Issue Date Premises”), deeds representing no less than 75% of trustthe fair market value of the Issue Date Premises, security deeds within 90 days after the Issue Date, (2) the remaining Issue Date Premises, within 150 days after the Issue Date; provided that TCEH (or deeds such applicable Subsidiary Guarantor) shall continue to secured debt be in compliance with the requirement in this clause (each2) with respect to any Issue Date Premises for which a Mortgage has not been delivered within such 150-day period solely to the extent that the fair market value of such Issue Date Premises (individually or in the aggregate) for which a Mortgage has not been delivered shall be no greater than 5% of the fair market value of all Issue Date Premises and TCEH (or such applicable Subsidiary Guarantor) continue to use reasonable best efforts to satisfy such requirements, a “Mortgage”or (3) Premises acquired or leased after the Issue Date, the date such property is pledged to secure the First Lien Obligations, in each case, in accordance with the requirements of this Indenture and/or the Security Documents, duly executed and acknowledged by TCEH or the Issuer or such applicable Subsidiary Guarantor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and otherwise filings of such Mortgage (and payment of any taxes and fees in form suitable for filing and recording in all appropriate local filing or recording offices of each applicable political subdivision where each Material Real Property is situated in order connection therewith) as may be necessary to create a valid and subsisting valid, perfected at least Second-Priority Lien on (subject to any Permitted Liens) against the property described therein in favor of the Second Lien Collateral Agent for the ratable benefit of itself, the Trustee and the Holders and that all filing and recording taxes and fees have been paid or otherwise provided forproperties purported to be covered thereby; (b) the Second Lien Collateral Agent shall have received fully paid American Title Association Lender’s mortgagee title insurance policies or marked up unconditional binder policies, together with copies of all deeds and title exceptions that have been recorded after the date on which the first-lien mortgage on the applicable Premises was recorded referenced therein, and copies of such insurance deeds and title exceptions recorded prior to that date as the Collateral Agent shall reasonably request (provided that TCEH or the “Mortgage Policies”) applicable Subsidiary Guarantor shall be required only to use commercially reasonable efforts to have such prior deeds and title exceptions delivered to the Collateral Agent), in the forms promulgated by the Texas Department of Insurance or, in the case of any Premises located outside the State of Texas, such corresponding form applicable in such other jurisdiction, and in form and substance substantially similar to the mortgagee title policies obtained in connection with the TCEH Senior Secured Facilities and otherwise acceptable to the Collateral Agent issued in favor of the Second Lien Collateral Agent, as beneficiary 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 Premises (subject only to Permitted Liens), such title insurance policies to be in an aggregate amount equal to the lesser of (a) the stated principal amounts of the Notes or (b) the maximum amount of title insurance coverage available at the time of issuance of any title insurance policy pursuant to the regulations promulgated by the Texas Department of Insurance, with coverage allocated among the various title insurance policies based upon the estimated fair market value of the applicable Premises insured thereby; provided, however, that the insurance policies (and the amount thereof) deemed satisfactory to the Administrative Agent shall be deemed reasonably satisfactory to the Collateral Agent, and its successors and/or assigns, with respect each such policy to include such legally available endorsements and affirmative coverages as included in the Material Real Property to be covered by the applicable Mortgages, which shall insure that the interests created by the Mortgages constitute valid Liens on the applicable Material Real Property, policies delivered in connection with the priority required by this Indenture and the Security Documents, free and clear of all Liens, defects and 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 therebyTCEH Senior Secured Facilities, and such policies shall also include, to the 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 thereon. Notwithstanding anything to the contrary in the foregoing, (a) TCEH or that satisfactory arrangements a Subsidiary Guarantor, as applicable, shall not be obligated to obtain and deliver any mortgagee title insurance policies for any of the Premises if TCEH or a Subsidiary Guarantor, as applicable, was not required to obtain and deliver such payment have been madepolicies, or with respect to After-Acquired Property is not required to obtain and deliver such policies, under the TCEH Senior Secured Facilities, and (b) with respect to the Issue Date Premises, TCEH or a Subsidiary Guarantor, as applicable, shall deliver mortgagee title insurance policies (i) with respect to the Mortgages required to be delivered pursuant to Section 11.05(a)(1), within 90 days after the Issue Date and that all charges for mortgage recording taxes(ii) with respect to the Mortgages required to be delivered pursuant to Section 11.05(a)(2), filing and recording fees and all related expenses, if any, have been paid;within 150 days after the Issue Date; and (c) if the Second Lien Collateral Agent TCEH shall, or shall have received an American Land Title Association/National Society of Professional Surveyors form surveyscause each Subsidiary Guarantor to, for which all necessary fees (where applicable) have been paid, certified to the Second Lien Collateral Agent and the issuer of the Mortgage Policies by a land surveyor duly registered and licensed in the states in 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 same state as any such Material Real Property), the Issuer or the Guarantors shall deliver to the Second Lien Collateral Agent customary local counsel opinions in the jurisdictions in which the Mortgaged Property is locatedAgent, with respect to the enforceability and perfection each of the Mortgages andcovered Premises, such evidence of filings, surveys (together with any updates or affidavits delivered to the title company), local counsel opinions, landlord agreements 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 (subject to any related fixture Permitted Liens) in connection with the execution and delivery of the Mortgages, together with the delivery to the Trustee of an Officer’s Certificate required under Section 11.09(c); provided, however, that any such filings, opinions, documents, instruments, certificates or agreements deemed satisfactory to the Administrative Agent shall be deemed reasonably acceptable to the Collateral Agent.

Real Estate Mortgages and Filings. Within 150 days after (i) the Issue Date with With respect to any Material Real Property fee interest in any real property that exists on the Issue Date and is determined to have a Fair Market Value of $5,000,000 or greater (ii) the date of acquisition of any Material Real Property acquired after the Issue Date (each, a “Mortgaged Property” individually and collectively, the “Mortgaged PropertiesPremises”) (in each case, owned by the Company or such later date as a Guarantor on the First Lien Collateral Agent, may have agreed under Issue Date or acquired by the New Notes Indenture, Company or if a Guarantor after the New Notes Indenture is not then in effect, such later date as the Second Lien Collateral Agent may have agreed (acting at the direction of Holders of a majority of the Notes)):Issue Date: (a) the Issuer or such Guarantor Company shall deliver to the Second Collateral Trustee, as mortgagee or beneficiary as applicable, on behalf of the Holders of the Notes and the lenders under the Credit Agreement, copies of fully executed counterparts of Mortgages, duly executed, acknowledged and filed by the Company or the applicable Guarantor (together with related fixture filings), and in form suitable for filing or recording, in all filing or recording offices that the Company shall deem reasonably necessary or in its reasonable judgment desirable in order to create a valid first priority Lien on the Premises described therein in favor of the Collateral AgentTrustee for the benefit of the Holders and the lenders under the Credit Agreement (subject to Permitted Liens and except as otherwise provided in the Intercreditor Agreement), together with evidence of the payment of all filing fees and taxes (including mortgage recording taxes) in connection therewith (or that arrangements reasonably satisfactory to the Collateral Trustee for such payment have been made), and evidence that any other actions necessary to perfect the Liens secured by the Mortgages have been taken; (b) the Collateral Trustee shall have received mortgagee’s title insurance policies or binding commitments to issue such policies from financially sound and reputable insurers in favor of the Collateral Trustee, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself, the Trustee Holders of the Notes and the Holderslenders under the Credit Agreement, fully executed counterparts of mortgages, deeds of trust, security deeds or deeds to secured debt (each, a “Mortgage”) in accordance with the requirements of this Indenture and/or amounts and in the Security Documents, duly executed and acknowledged by the Issuer or such Guarantor, and otherwise in form suitable for filing and recording in all appropriate local filing or recording offices of each applicable political subdivision where each Material Real Property is situated in order to create a valid and subsisting perfected Lien on the property described therein in favor of the Second Lien Collateral Agent for the ratable benefit of itself, the Trustee and the Holders and that all filing and recording taxes and fees have been paid or otherwise provided for; (b) the Second Lien Collateral Agent shall have received 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 Second Lien Collateral Agent, and its successors and/or assignsnecessary, with respect to the Material Real Property Premises purported to be covered by the applicable Mortgagessuch Mortgage, which shall to insure that the interests created by the Mortgages Mortgage constitute valid first priority Liens on the applicable Material Real Property, with the priority required by this Indenture and the Security Documents, thereon free and clear of all Liens, defects other Liens (subject to Permitted Liens and encumbrances, other than Permitted Liens. All such Mortgage Policies to be except as otherwise provided in amounts equal to the estimated Fair Market Value of the Material Real Property covered thereby, Intercreditor Agreement) and such policies shall also include, to the extent available, all typical and customary endorsements as shall be reasonably requested in transactions of similar size and purpose by the Collateral Trustee and shall be accompanied by evidence of the payment in full by the Issuer or the applicable Guarantor of all premiums thereon (thereon; provided, however, that solely with respect to those Premises that are located in a jurisdiction in which title insurance is not available, in lieu of receiving a title insurance policy or that satisfactory arrangements for binding commitment, the Collateral Trustee shall have received an opinion of local counsel as to the title on 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;Premises; and (c) if the Second Lien Company shall, or shall cause the Guarantors to, deliver to the Collateral Agent shall have received an Trustee with respect to each of (x) the Premises owned on the Issue Date and (y) the Premises acquired after the Issue Date, (A) current American Land Title Association/National Society of Professional Surveyors form surveysAmerican Congress on Surveying and Mapping surveys in typical and customary form, for which all necessary fees (where applicableB) have been paid, certified to the Second Lien Collateral Agent and the issuer of the Mortgage Policies by a land surveyor duly registered and licensed in the states in 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 same state as any such Material Real Property), the Issuer or the Guarantors shall deliver to the Second Lien Collateral Agent customary local counsel opinions in for the jurisdictions in which the Mortgaged Property is located, with respect to the enforceability and perfection benefit of the Mortgages andCollateral Trustee, the Holders of the Notes, the Trustee and the administrative agent and lenders under the Credit Agreement, (C) fixture filings and (D) such other documents, instruments, certificates and agreements (if applicable, any related fixture filingsany) as are required in order to comply with clauses (a) and (b) above and to perfect the Collateral Trustee’s security interest in such covered Premises.