Common use of Mortgages Clause in Contracts

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e).

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 5 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording officeSubject to Section 5.15, each Mortgage (other than a Mortgage granted by a U.K. Guarantor) is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid valid, perfected and enforceable perfected first-priority First Priority Liens on, and security interest interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunderPermitted Liens, and when the such Mortgages are filed in the offices specified on Schedule 4 8(a) to the applicable Perfection Certificate Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 5.11 and 6.135.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 5.11 and 6.135.12), the Mortgages shall constitute First Priority fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Permitted Liens. Subject to Section 5.15, the Mortgages granted by each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and enforceable Liens on all of each such Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the Land Registry, the Mortgages shall constitute fully perfected First Priority Liens on, and security interest in, all right, title and interest of each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required Persons pursuant to Permitted Liens until terminated in accordance with the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)terms hereof.

Mortgages. Upon recording thereof The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the appropriate recording officeIssue Date, (a)(i) counterparts of each Mortgage is effective or an amendment to createeach existing Mortgage granted to the Collateral Agent (a “Mortgage Amendment”), in favor as applicable, to be entered into with respect to each Real Property that also secures the other First Priority Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid Trustee and enforceable perfected first-priority Liens on, and security interest in, all the holders of the Loan Parties’ rightSecurities a valid first priority mortgage lien on such Real Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, title as applicable, may be in a form consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and interest shall otherwise be in form and substance acceptable to the Mortgaged Properties thereunder Collateral Agent and the proceeds thereof(ii) opinions and such other documents including, subject only but not limited to, any consents, agreements and confirmations of third parties with respect to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13)or Mortgage Amendment, the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofas applicable, in each case prior consistent in form and superior substance with such documents as have been previously delivered in right connection with the other First Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations) insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens, except for Permitted Liens, together with such customary endorsements, and with respect to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or such property located in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest a state in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority which a zoning endorsement is not required pursuant available, a zoning compliance letter from the applicable municipality in a form acceptable to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Agent.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, by Section 7.01 and when the Mortgages are filed in the offices specified on Schedule 4 7 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.16, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.16), the Mortgages such Mortgage shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties Property thereunder and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunderSection 7.01. Notwithstanding anything herein (including this Section 5.185.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e)6.13, the pledge or creation of any security interest, or the effects of perfection or non-perfection, perfection the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)interest.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereofthereof constituting Collateral, subject only to Liens permitted hereunder, by Section 7.01 or Liens otherwise consented to by the Collateral Agent and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.13, when such Mortgage is filed 6.16 in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.13)6.16, the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofthereof constituting Collateral, in each case prior and superior in right to any other Person, other than Liens permitted by hereunderSection 7.01 or Liens otherwise consented to by the Collateral Agent. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Parent Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Each Mortgage (other than a Mortgage granted by a U.K. Guarantor) is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid valid, perfected and enforceable perfected first-priority First Priority Liens on, and security interest interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunderPermitted Liens, and when the such Mortgages are filed in the offices specified on Schedule 4 8(a) to the applicable Perfection Certificate Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 5.11 and 6.135.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 5.11 and 6.135.12), the Mortgages shall constitute First Priority fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Permitted Liens. The Mortgages granted by each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and enforceable Liens on all of each such Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the Land Registry, the Mortgages shall constitute fully perfected First Priority Liens on, and security interest in, all right, title and interest of each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required Persons pursuant to Permitted Liens until terminated in accordance with the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)terms hereof.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, by ‎Section 7.01 and when the Mortgages are filed in the offices specified on Schedule 4 7 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 ‎6.11, ‎6.13 and 6.13‎6.16, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 ‎6.11, ‎6.13 and 6.13‎6.16), the Mortgages such Mortgage shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties Property thereunder and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunderSection 7.01. Notwithstanding anything herein (including this Section 5.18‎Section 5.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Each Mortgage (other than a Mortgage granted by a U.K. Borrower or a U.K. Guarantor) is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid valid, perfected and enforceable perfected first-priority First Priority Liens on, and security interest interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunderPermitted Liens, and when the such Mortgages are filed in the offices specified on Schedule 4 8(a) to the applicable Perfection Certificate Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 Section 5.11 and 6.13Section 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 Section 5.11 and 6.13Section 5.12), the Mortgages shall constitute First Priority fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Permitted Liens. The Mortgages granted by the U.K. Borrower and each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and enforceable Liens on all of each such Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the Land Registry, the Mortgages shall constitute fully perfected First Priority Liens on, and security interest in, all right, title and interest of the U.K. Borrower and each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required Persons pursuant to Permitted Liens until terminated in accordance with the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)terms hereof.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, by Section 7.01 and when the Mortgages are filed in the offices specified on Schedule 4 6 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.16, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.16), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and a security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages such Mortgage shall constitute a fully perfected first-priority Liens Lien on, and security interests interest in, all right, title and interest of the Loan Parties Party to such Mortgage in the Mortgaged Properties Property described therein and the proceeds thereof, in each case prior and superior in right to any other Personperson, other than Liens expressly permitted by hereunderSection 7.01 (other than Liens securing Second Lien Indebtedness, Permitted Second Priority Refinancing Debt or any Permitted Refinancing thereof that are intended to be junior to the Liens of the Collateral Documents). Notwithstanding anything herein (including in this Section 5.18) Agreement or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e4.02(f), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e4.02(f).

Mortgages. Upon recording thereof Tenant accepts this Lease subject to the liens and substance of any deeds of trust, mortgages, or other such instruments and any security interests and any ground leases which might now or hereafter constitute a lien upon or affect Landlord’s interest in the appropriate recording officeBuilding or improvements therein, each Mortgage is effective the Premises, the Land, or related facilities, and to create, in favor zoning ordinances and other building and fire ordinances and governmental regulations relating to the use of the Collateral AgentProperty of which the Premises is a part. This Paragraph 11 is self-operative and no further instrument of subordination shall be required; provided, however, Tenant shall at any time hereafter, on demand, execute any reasonable instruments, releases or other documents that may be required by any mortgagee for the purpose of subjecting and subordinating this Lease to the lien of any such deed of trust, mortgage, or other instruments and to any such security interest and to any ground lease. Tenant shall not be required to execute any such instrument, release or other document that would in any way limit or change its rights in this Lease or impair its ability to use the Premises for its benefit business operations. With respect to any deed of trust, mortgage or other instrument constituting a lien on the Building or improvements therein, the Premises, or related land and the benefit of the Secured Partiesfacilities, legal, valid and enforceable perfected first-priority Liens on, and or any security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, or any ground lease affecting the Land and/or the Building, Landlord, at its sole option, with the approval of the holder of such deed of trust, security interest or mortgage, or ground lease, shall have the right to waive the applicability of this Paragraph 11 so that this Lease will not be subject and subordinate to any such deed of trust, security interest or mortgage, or ground lease. Tenant shall, upon request by Landlord, execute and deliver from time to time, one or more instruments certifying that this Lease is in full force and not in default (or if it is in default, the nature of such default), that it is unmodified (or if modified, stating the date and nature of each modification), the date through which Rent has been paid, the unexpired Lease Term, and such other matters pertaining to this Lease as may be reasonably requested by Landlord; provided, however, that Tenant shall have a reasonable amount of time to review and act on such request from Landlord. If the interests of Landlord under foreign Law, (B) the pledge this Lease shall be transferred by reason of foreclosure or creation other proceedings for enforcement of any security interestmortgage on the Premises, or if Landlord shall sell its interest in the effects Building and/or the Land, Tenant shall be bound to the transferee (sometimes called the “Purchaser”) under the terms and conditions of perfection this Lease for the balance of the remaining Lease term, including any extensions or non-perfectionrenewals, with the priority same force and effect as if the Purchaser were Landlord under this Lease. Tenant further agrees to attorn to the Purchaser, including the mortgagee under any such mortgage (or ground lessor under any such ground lease) if it be the enforceability Purchaser, as its Landlord. Such attornment shall be effective without the execution of any pledge further instruments upon the Purchaser succeeding to the interest of or security interest Landlord under this Lease. The respective rights and obligations of Tenant and Purchaser upon the attornment, to the extent of the then remaining balance of the term of this Lease, and any extensions and renewals that are mutually agreed in writing, shall be and are the same as those set forth in this Lease. Each such pledgeholder of any mortgage, security interestdeed of trust, perfection lien, or priority is not required pursuant ground lease and each such Purchaser, shall be a third-party beneficiary of the provisions of this Paragraph. Notwithstanding anything to the Collateral and Guarantee Requirement contrary contained herein, in no event shall Tenant be required to subordinate this Lease or the Collateral Documents or (C) on the Closing Date attorn to any other party unless and until required pursuant Tenant shall receive a Subordination and Non-Disturbance Agreement in form and substance reasonably satisfactory to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Tenant and executed by all applicable parties.

Mortgages. Upon recording thereof A. With respect to the Merger Date Leasehold Mortgaged Properties, as soon as practicable after Company or the applicable Subsidiary is able to obtain the agreement of the applicable lessor referred to in subsection 6.8C, and with respect to the Merger Date Fee Mortgaged Properties, as soon as practicable after the Merger Date but in no event later than 7 days after the Merger Date, Company shall deliver to Agents counterparts of the Mortgages covering such Merger Date Leasehold Mortgaged Properties or Merger Date Fee Mortgaged Properties, as the case may be, each dated as of the date of such delivery, duly executed by Company or the applicable Subsidiary in appropriate form for recording, together with such other documents and instruments in appropriate form for filing of such Mortgage as may be necessary or, in the appropriate recording officereasonable opinion of Administrative Agent, desirable effectively to create a valid, perfected, First Priority Lien, subject to Liens permitted by Section 7.2, against the properties purported to be covered thereby. B. As soon as practicable after delivery of each Mortgage is effective pursuant to createsubsection 6.13A, Company shall deliver to Agents (i) mortgagee's title insurance policies in favor of the Collateral Agent, for its benefit Agents and the benefit Lenders in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Agents, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is indefeasible and that the interests created by such Mortgage constitute valid First Priority Liens thereon free and clear of all defects and encumbrances other than as permitted by Section 7.2 or as approved by the Secured Parties, legal, valid and enforceable perfected first-priority Liens onAgents, and security interest insuch policies shall also include, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent available, a revolving credit endorsement and such pledgeother endorsements as Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon and (ii) and such other approvals, security interest, perfection opinions or priority is not required pursuant to documents as the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Agents may reasonably request.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, by ‎Section 7.01 and when the Mortgages are filed in the offices specified on Schedule 4 7 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 ‎6.11, ‎6.13 and 6.13‎6.16, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 ‎6.11, ‎6.13 and 6.13‎6.16), the Mortgages such Mortgage shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties Property thereunder and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunderSection 7.01. Notwithstanding anything herein (including this Section 5.18‎Section 5.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (BA) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, by Section 7.01 and when the Mortgages are filed in the offices specified on Schedule 4 to in the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunderSection 7.01. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording officeoffice or, to the extent required, the delivery of a mortgage certificate to the Collateral Agent or the registration with the competent registry, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are delivered to the Collateral Agent or registered with the competent registry (in each case to the extent required) or are filed in the offices specified on Schedule 4 7 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.136.14, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.136.14 or, to the extent required, when a mortgage certificate is delivered to the Collateral Agent), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Personperson, other than Liens permitted by hereunder. Notwithstanding anything herein (including in this Section 5.18) or in any other Loan Document 5.21 to the contrary, neither in jurisdictions where the Borrower nor any other Loan Party makes any representation legal concept of security agent or warranty collateral agent does not exist and where, as to (A) the effects of perfection or non-perfectiona result, the priority Collateral Agent is required to prove that it is duly and expressly empowered to accept or the enforceability of any pledge of or enforce security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies on behalf of the Agents or any Lender with respect theretoSecured Party (by way of illustration, under foreign Law, (B) by means of a legalized power of attorney granted in its favor by each of the pledge or creation of any security interest, or the effects of perfection or non-perfectionapplicable Secured Parties), the priority or the enforceability of any pledge of or security interest representations and warranties set forth in this Section 5.21 shall not be deemed to be breached solely to the extent such pledgethat the Collateral Agent is not, security interest, perfection or priority is not required pursuant able to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e)prove that it is, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)so empowered.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 8 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.15, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.15), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Personperson, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.20) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e).

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 6 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.14, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.14), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Personperson, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.20) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, by Section 7.01 and when the Mortgages are filed in the offices specified in the office specified in the local counsel opinion delivered with respect thereto on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.10, 6.11 and 6.136.14, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.10, 6.11 and 6.136.14), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunderSection 7.01. Notwithstanding anything herein (including this Section 5.185.15) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording With respect to any fee interest in any real property that is acquired by the Company or a Guarantor after the date of this Indenture that does not constitute an Excluded Asset set forth in clause (3) of the definition thereof in (such real property referred to individually and collectively as the appropriate recording office“Premises”), each within 90 days of such acquisition, the Company will or will cause the applicable Guarantor, as the case may be, to: (1) deliver to the Collateral Agent, as mortgagee, for the benefit of the Notes Secured Parties, fully executed Mortgages, duly executed by the Company or the applicable Guarantor, as the case may be, together with evidence of the completion (or satisfactory arrangements for the completion), or all recordings and filings of such Mortgage is effective as may be necessary to createcreate a valid, perfected Lien, subject to Permitted Liens and the Intercreditor Agreement, against the Premises purported to be covered thereby; (2) deliver to the Collateral Agent, a mortgagee’s title insurance policy in favor of the Collateral Agent 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 interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens and any other exceptions disclosed in such policy, and such policy shall also include, to the extent available and issued at ordinary rates, customary endorsements and shall be accompanied by evidence of the payment in full (or satisfactory arrangements for the payment) of all premiums thereon; (3) deliver to the Collateral Agent, for its benefit the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the benefit knowledge of the Secured Partiessurveyor, legalthere has been no change in the facts depicted in the survey or (ii) an affidavit and/or indemnity from the Company or the applicable Guarantor, valid as the case may be, stating that to its knowledge there has been no change in the 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’s or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises and enforceable perfected first-priority Liens onin each case, in form sufficient for the title insurer issuing the title policy to remove the standard survey exception from such policy and security interest in, all issue a survey endorsement to such policy; and (4) deliver an Opinion of the Loan Parties’ right, title and interest in and Counsel to the Mortgaged Properties thereunder and the proceeds thereofCollateral Agent that such Mortgage has been duly authorized, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after by the date thereof in accordance with Company or such Guarantor, constitutes a legal, valid, binding and enforceable obligation of the provisions of Sections 6.11 Company or such Guarantor and 6.13, when such Mortgage is filed creates a valid perfected Lien in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right Premises purported to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)be covered thereby.

Mortgages. Upon recording The Company will not, and will not permit any Domestic Subsidiary to, directly or indirectly, create or assume any mortgage, encumbrance, lien, pledge, charge, or security interest of any kind (collectively and individually, a “Mortgage”) upon or in any of its interests in any Principal Property or upon or in any shares of capital stock or Indebtedness of any Domestic Subsidiary, whether such interest, capital stock or Indebtedness is now owned or hereafter acquired, if such mortgage secures or is intended to secure, directly or indirectly, the payment of any Indebtedness; excluding, however, from the operation of this Section 6.02: (a) Mortgages on any Principal Property acquired, constructed, or improved by the Company or any Domestic Subsidiary after January 1, 2000, which are created or assumed contemporaneously with, or within 120 days after, such acquisition or completion of such construction or improvement to secure or provide for the payment of any part of the purchase price of such Principal Property or the cost of such construction or improvement incurred after January 1, 2000, or, in addition to Mortgages contemplated by clauses (b) and (c) below, Mortgages on any such Principal Property existing at the time or placed thereon at the time of acquisition or leasing thereof in by the appropriate recording officeCompany or any Domestic Subsidiary, each or conditional sales agreements or other title retention agreements with respect to any Principal Property now owned or leased or hereafter acquired or leased by the Company or a Domestic Subsidiary; (b) Mortgages on property (including shares of capital stock or Indebtedness of a corporation) of a corporation existing at the time such corporation becomes a Domestic Subsidiary or is merged or consolidated with the Company or a Domestic Subsidiary or existing at the time of a sale, lease, or other disposition of the properties of such corporation (or a division thereof) or other Person as an entirety or substantially as an entirety (which includes the sale, lease, or other disposition of all or substantially all the assets thereof) to the Company or a Domestic Subsidiary, provided that no such Mortgage is effective shall extend to create, any other Principal Property of the Company or any Domestic Subsidiary or to any shares of capital stock or any Indebtedness of any Domestic Subsidiary; (c) Mortgages created by the Company or a Domestic Subsidiary to secure Indebtedness of the Company or a Domestic Subsidiary to the Company or to a wholly owned Subsidiary; (d) Mortgages in favor of the Collateral AgentUnited States of America or any State, territory or possession thereof, or any foreign country or any department, agency, instrumentality, or political subdivision of any of such domestic or foreign jurisdictions to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for its benefit and the benefit purpose of financing all or any part of the Secured Partiespurchase price of, legalor the cost of constructing, valid the property subject to such Mortgages; (e) Mortgages for the sole purpose of extending, renewing, or replacing (or successively extending, renewing, or replacing) in whole or in part any mortgage existing on January 1, 2000, or referred to in the foregoing clauses (a) to (d) inclusive or of any Indebtedness secured thereby; provided, however, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal, or replacement and enforceable perfected first-priority Liens onthat such extension, and security interest inrenewal, or replacement Mortgage shall be limited to all or a part of the Loan Parties’ rightproperty which secured the Mortgage so extended, title and interest in renewed, or replaced (plus improvements on such property); (f) Mortgages on Margin Stock, if and to the Mortgaged Properties thereunder extent that the value of such Margin Stock exceeds 25% of the total assets of the Company and its Subsidiaries subject to this Section; (g) Mortgages under which effective provision is made for all Loans to be secured equally and ratably with any other Indebtedness secured, directly or indirectly, thereby; and (h) Mortgages (other than Mortgages permitted by any of the proceeds thereofforegoing clauses) if, subject only to Liens permitted hereunder, at the time of creation or assumption thereof and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13)giving effect thereto, the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest aggregate principal amount of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (Ai) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights Indebtedness secured by such Mortgages and remedies of the Agents or any Lender with respect thereto, under foreign Law, (Bii) the pledge Attributable Indebtedness related to Sale and Leaseback Transactions permitted under clause (b) of Section 6.03 does not exceed 5% of Consolidated Net Assets, determined as of a date not more than 95 days prior to such creation or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)assumption.

Mortgages. Upon recording thereof in the appropriate recording office, each Each Mortgage (other than a Mortgage granted by a U.K. Guarantor) is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid valid, perfected and enforceable perfected first-priority First Priority Liens on, and security interest interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunderPermitted Liens, and when the such Mortgages are filed in the offices specified on Schedule 4 8(a) to the applicable Perfection Certificate Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 5.11 and 6.135.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 5.11 and 6.135.12), the Mortgages shall constitute First Priority fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Permitted Liens. The Mortgages granted by each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and enforceable Liens on all of each such Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the Land Registry, the Mortgages shall constitute fully perfected First Priority Liens on, and security interest in, all right, title and interest of the U.K. Borrower and each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required Persons pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Permitted Liens.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is will be effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable (subject in the case of enforceability to Debtor Relief Laws) perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder Material Real Property (which, for the avoidance of doubt shall not include any Excluded Real Estate Assets or other Excluded Asset) covered thereby and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (orand, in the case of any Mortgage executed and delivered after the date thereof Closing Date in accordance with the provisions of Sections 6.11 and 6.136.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13)6.12, such Mortgage will be effective to create, in favor of the Mortgages shall constitute fully Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable (subject in the case of enforceability to Debtor Relief Laws) a perfected first-priority Liens Lien on, and security interests interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Material Real Property covered thereby and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Non-U.S. Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 Security Agreement or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)6.11.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage (if any) is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages (if any) are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 the Collateral and 6.13)Guarantee Requirement, the Mortgages (if any) shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof Closing Date in accordance with the provisions of Sections 6.11 and Section 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully legal, valid and enforceable perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording The Company will not, and will not permit ---------- any Domestic Subsidiary to, directly or indirectly, create or assume any mortgage, encumbrance, lien, pledge, charge, or security interest of any kind (collectively and individually, a "Mortgage") upon or in any of its interests in any Principal Property or upon or in any shares of capital stock or Indebtedness of any Domestic Subsidiary, whether such interest, capital stock or Indebtedness is now owned or hereafter acquired, if such mortgage secures or is intended to secure, directly or indirectly, the payment of any Indebtedness; excluding, however, from the operation of this Section 6.02: (a) Mortgages on any Principal Property acquired, constructed, or improved by the Company or any Domestic Subsidiary after January 1, 2000, which are created or assumed contemporaneously with, or within 120 days after, such acquisition or completion of such construction or improvement to secure or provide for the payment of any part of the purchase price of such Principal Property or the cost of such construction or improvement incurred after January 1, 2000, or, in addition to Mortgages contemplated by clauses (b) and (c) below, Mortgages on any such Principal Property existing at the time or placed thereon at the time of acquisition or leasing thereof in by the appropriate recording officeCompany or any Domestic Subsidiary, each or conditional sales agreements or other title retention agreements with respect to any Principal Property now owned or leased or hereafter acquired or leased by the Company or a Domestic Subsidiary; (b) Mortgages on property (including shares of capital stock or Indebtedness of a corporation) of a corporation existing at the time such corporation becomes a Domestic Subsidiary or is merged or consolidated with the Company or a Domestic Subsidiary or existing at the time of a sale, lease, or other disposition of the properties of such corporation (or a division thereof) or other Person as an entirety or substantially as an entirety (which includes the sale, lease, or other disposition of all or substantially all the assets thereof) to the Company or a Domestic Subsidiary, provided that no such Mortgage is effective shall extend to create, any other Principal Property of the Company or any Domestic Subsidiary or to any shares of capital stock or any Indebtedness of any Domestic Subsidiary; (c) Mortgages created by the Company or a Domestic Subsidiary to secure Indebtedness of the Company or a Domestic Subsidiary to the Company or to a wholly owned Subsidiary; (d) Mortgages in favor of the Collateral AgentUnited States of America or any State, territory or possession thereof, or any foreign country or any department, agency, instrumentality, or political subdivision of any of such domestic or foreign jurisdictions to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for its benefit and the benefit purpose of financing all or any part of the Secured Partiespurchase price of, legalor the cost of constructing, valid the property subject to such Mortgages; (e) Mortgages for the sole purpose of extending, renewing, or replacing (or successively extending, renewing, or replacing) in whole or in part any mortgage existing on January 1, 2000, or referred to in the foregoing clauses (a) to (d) inclusive or of any Indebtedness secured thereby; provided, however, that the principal amount of Indebtedness -------- ------- secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal, or replacement and enforceable perfected first-priority Liens onthat such extension, and security interest inrenewal, or replacement Mortgage shall be limited to all or a part of the Loan Parties’ rightproperty which secured the Mortgage so extended, title and interest in renewed, or replaced (plus improvements on such property); (f) Mortgages on Margin Stock, if and to the Mortgaged Properties thereunder extent that the value of such Margin Stock exceeds 25% of the total assets of the Company and its Subsidiaries subject to this Section; (g) Mortgages under which effective provision is made for all Loans to be secured equally and ratably with any other Indebtedness secured, directly or indirectly, thereby; and (h) Mortgages (other than Mortgages permitted by any of the proceeds thereofforegoing clauses) if, subject only to Liens permitted hereunder, at the time of creation or assumption thereof and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13)giving effect thereto, the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest aggregate principal amount of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (Ai) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights Indebtedness secured by such Mortgages and remedies of the Agents or any Lender with respect thereto, under foreign Law, (Bii) the pledge Attributable Indebtedness related to Sale and Leaseback Transactions permitted under clause (b) of Section 6.03 does not exceed 5% of Consolidated Net Assets, determined as of a date not more than 95 days prior to such creation or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)assumption.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Material Real Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 5 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Material Real Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof Within 60 days after the Closing Date, the Borrower shall deliver to the Administrative Agent, as mortgagee for the ratable benefit of the Lenders, counterparts of each Mortgage relating to each property listed on Item 7.1.12 ("Mortgaged Properties") of the Disclosure Schedule, each dated as of the date of such delivery, duly executed by the Borrower or the applicable U.S. Subsidiary that is a Restricted Subsidiary, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage as may be necessary or, in the appropriate recording officereasonable opinion of the Administrative Agent, each Mortgage is effective desirable effectively to createcreate a valid, perfected first priority Lien, subject to Liens permitted by Section 7.2.3, against the properties purported to be covered thereby; (b) mortgagee's title insurance policies in favor of the Collateral Administrative Agent, as mortgagee for its benefit and the ratable benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (orLenders, in the case of any Mortgage executed amounts and delivered after the date thereof in accordance with the provisions of Sections 6.11 form and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 substance and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofissued by insurers, in each case prior reasonably satisfactory to the Agents, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is marketable and superior in right to any other Person, that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than Liens as permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, 7.2.3 or as to approved by the rights Agents, and remedies of the Agents or any Lender with respect theretosuch policies shall also include, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent available, a revolving credit endorsement and such pledgeother endorsements as the Administrative Agent shall reasonably request (provided, security interesthowever, perfection that if the Administrative Agent requests, any survey endorsement or priority is not required pursuant coverage other than with respect to the Collateral and Guarantee Requirement existing survey, if any, of the Mortgaged Property that was previously delivered to the Borrower by B&L or CRL or any of their respective Subsidiaries or in the Collateral Documents possession of the Borrower or (C) any of its Subsidiaries on the Closing Date Date, then the 60-day period referred to in the lead-in to this Section shall be extended by an additional 30 days) and until required pursuant to Section 6.13 shall be accompanied by evidence of the payment in full of all premiums thereon; and (c) such other approvals, opinions or Section 4.02(e), documents as the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Agents may reasonably request.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage and Leasehold Mortgage is effective to create, in favor of the Real Property Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereofthereunder, subject only to Liens permitted hereunderunder this Agreement, and when the Mortgages are filed in the offices specified on Schedule 4 to office of the Perfection Certificate dated county clerk for the Closing Date (orcounty in which the Mortgaged Property is located, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens Lien on, and security interests interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofProperties, in each case prior and superior in right to any other Personperson, other than Liens permitted by hereunderunder this Agreement. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign SubsidiarySubsidiary (other than a Canadian Loan Party), or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e)6.20, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required to be delivered on the Closing Date Date, but required to be delivered pursuant to Section 4.02(e)6.20.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, by Section 7.01 and when the Mortgages are filed in the offices specified on Schedule 4 8 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in Except as received by Agent pursuant to the appropriate recording officePrior Credit Agreement, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Partiesshall have received first (or second, legalas herein permitted) Mortgages (or amendments thereto, valid and enforceable perfected first-priority Liens on, and security interest in, as required) covering all of the Loan Parties’ rightMortgaged Properties, together with as Agent may request: (a) title and interest in and to the Mortgaged Properties thereunder and the proceeds insurance policies (copies thereof, subject only as to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13second mortgages), the Mortgages shall constitute fully perfected firstcurrent as-priority Liens onbuilt surveys, zoning letters and security interests in, all right, title and interest certificates of the Loan Parties in the Mortgaged Properties and the proceeds thereofoccupancy, in each case prior satisfactory in form and superior substance to Agent, in right its sole discretion; (b) evidence that counterparts of the Mortgages (or amendments) have been recorded in all places to any other Personthe extent necessary or desirable, other than Liens permitted by hereunder. Notwithstanding anything herein in the judgment of Agent, to create a valid and enforceable first priority lien (including this Section 5.18subject to Permitted Encumbrances) on each Mortgaged Property in favor of Agent for the benefit of itself and Lenders (or in favor of such other trustee as may be required or desired under local law); (c) an opinion of counsel in each state in which any other Loan Document Mortgaged Property is located in form and substance and from counsel reasonably satisfactory to Agent; and (d) from each existing mortgage lender having any Lien on any Mortgaged Property, a consent to the contrary, neither grant of the Borrower nor any other Loan Party makes any representation applicable Mortgage (or warranty as to (Aamendment) the effects in favor of perfection or non-perfection, the Agent and an acknowledgment of Agent's first priority or the enforceability of any pledge of or security interest in any Equity Interests all Collateral consisting of any Foreign Subsidiary, personal property now or as hereafter located at or on such Mortgaged Property and Agent's ability to exercise all remedies provided to it under the rights and remedies of the Agents or any Lender Loan Documents with respect theretoto such Collateral, under foreign Lawall in form and substance satisfactory to Agent. Each Obligor hereby agrees that if, (B) the pledge or creation of for any security interestreason, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not document required pursuant to the Collateral and Guarantee Requirement or immediately preceding clause (d) has not been received by Agent as of the Collateral Documents or (C) Closing Date, then each applicable Obligor shall, on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e)Date, the pledge or creation of any security interest, or the effects of perfection or pay out such non-perfectionconsenting mortgage lender, have its respective mortgage lien removed from the priority or enforceability of any pledge or security interest property affected thereby and grant to the extent not required Agent a first mortgage on the Closing Date pursuant to Section 4.02(e)such Mortgaged Property.

Mortgages. Upon recording thereof Within 30 days of the Fourth Amendment Date, there shall have been placed of record in the appropriate public records Mortgages and if required, UCC-1 financing statements, covering all of the real property and fixtures owned or subject to long-term lease in the U.S. by the Borrower or any Domestic Subsidiary. In connection with the recording officeof such Mortgages, each Mortgage is effective the Borrower shall deliver to createthe Collateral Agent (within the time periods set forth) the following items (a) Within 30 days of the Fourth Amendment Date, commitments for lender's title insurance policies (the "Title Commitments") in favor of the Collateral Agent, Agent for its benefit and the benefit of the Secured PartiesParties in amounts and in form and substance and issued by insurers, legalsatisfactory to the Administrative Agent, valid and enforceable perfected first-priority Liens on, and security interest in, all with respect to each property purported to be covered by the Mortgages; (b) Within 45 days of the Loan Parties’ rightFourth Amendment Date, title current as-built surveys of each property purported to be covered by each Mortgage, together with surveyor's certificates, such surveys and interest in and surveyor's certificates to be acceptable to the Mortgaged Properties thereunder Administrative Agent in form and substance and otherwise conforming with the proceeds thereofTitle Commitments; (c) Within 75 days of the Fourth Amendment Date, subject only final, fully paid, lender's policies of title insurance, conforming with the Title Commitments and insuring that title to Liens permitted hereunder, and when the Mortgages are filed such property is vested in the offices specified on Schedule 4 entity delivering the Mortgage and that the interests created by each such Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative Agent. Such policies shall also include (to the Perfection Certificate dated extent available) revolving credit endorsements, comprehensive endorsements, variable rate endorsements, tie-in endorsements, access endorsements and such other endorsements as the Closing Date Administrative Agent shall reasonably request; (or, in d) not later than the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest delivery of the Loan Parties final title insurance policies, opinions of counsel for each state in which the Mortgaged Properties and the proceeds thereofsubject properties are situated, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or opining as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e).enforceability

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof Closing dDate hereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully legal, valid and enforceable perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof Closing Date in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully legal, valid and enforceable perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens ▇▇▇▇▇ permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording officeSubject to Section 5.15, each Mortgage (other than a Mortgage granted by a U.K. Guarantor) is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid valid, perfected and enforceable perfected first-priority First Priority Liens on, and security interest interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunderPermitted Liens, and when the such Mortgages 972172.01-CHISR01A - MSW are filed in the offices specified on Schedule 4 8(a) to the applicable Perfection Certificate Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 5.11 and 6.135.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 5.11 and 6.135.12), the Mortgages shall constitute First Priority fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Permitted Liens. Subject to Section 5.15, the Mortgages granted by each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and enforceable Liens on all of each such Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the Land Registry, the Mortgages shall constitute fully perfected First Priority Liens on, and security interest in, all right, title and interest of each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required Persons pursuant to Permitted Liens until terminated in accordance with the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)terms hereof.

Mortgages. Upon recording thereof So long as the Liens under the Collateral Agreements shall not have been released pursuant to Section 11.06(i), (ii) or (iii) and the Merger Event shall not have occurred, if the Company or Laundry Corp. acquires a fee interest in any Real Property (the appropriate recording office“Premises”) after the Issue Date, each with a purchase price of greater than $5,000,000: (a) the Company shall, or, if applicable, shall cause Laundry Corp. to, deliver to the Collateral Agent, as mortgagee, fully-executed counterparts of a Mortgage, dated as of the date of acquisition of such Real Property, duly executed by the Company or Laundry Corp., as the case may be, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage is effective as may be necessary to createcreate a valid, perfected Lien, subject to Permitted Liens, against the Premises purported to be covered thereby; and (b) the Collateral Agent shall have received a mortgagee’s title insurance policy in favor of the Collateral Agent, as mortgagee for its benefit and the ratable benefit of the Secured PartiesCollateral Agent, legalthe Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by such Mortgage and issued by an insurer of national reputation selected by the Company, insuring that title to the Premises is marketable and that the interests created by the Mortgage constitute valid Liens thereon free and enforceable perfected first-priority Liens onclear of all Liens, defects and encumbrances other than Permitted Liens, and security interest in, all such policy shall be accompanied by evidence of the Loan Parties’ right, title and interest payment in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case full of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)premiums thereon.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof Closing Date in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully legal, valid and enforceable perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in Subject to the appropriate recording officeprovisions of this Section 9.31 and Section 9.5 hereof, the Borrower represents that each Mortgage is effective to create, creates a perfected (upon the completion of any filings made in favor of connection with such Mortgage as required by this Agreement on or after the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and related Advance Date) security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, Lien (subject only to Liens permitted hereunderPermitted Liens, and when subject in priority to no Liens other than Priority Permitted Liens) in and on the Mortgages are filed in related Aircraft enforceable against the offices specified on Schedule 4 applicable Borrower Subsidiary and all third parties and secures the payment of all Obligations of the Borrower to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13)Class A Lenders, the Mortgages shall constitute fully perfected first-Administrative Agent, the Funding Agents and the Indemnified Parties under the Transaction Documents. No consents, filings or recordings are required in order to perfect (or maintain the perfection or priority Liens on, and of) the security interests in, all right, title and interest of purported to be created by the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right Mortgage related to any other PersonClass A Advance hereunder, other than Liens permitted by hereundersuch as have been obtained and which remain in full force and effect. Notwithstanding anything herein (including The parties agree that, notwithstanding any other provision in this Section 5.18) Agreement or in any other Loan Transaction Document to the contrary, neither the extent of the Borrower’s obligations in relation to the creation and perfection of a Mortgage with respect to each Funded Aircraft shall be as follows: (a) as a condition precedent to the Class A Advance relating to such Aircraft, the Borrower nor shall supply to the Administrative Agent a fully executed copy of a Mortgage and the Borrower will ensure that: (i) the related Aircraft Owning Entity, and, where applicable, any other Loan Party makes any representation related Borrower Group Member, organized or warranty as to incorporated under the laws of the Cayman Islands has made the appropriate entries in the Register of Mortgages and Charges of the relevant company in accordance with section 54 of the Companies Law of the Cayman Islands; (Aii) if such Aircraft is registered at the FAA register, such Mortgage will be registered at the FAA; and (iii) the effects International Interest constituted by such Mortgage will be registered at the International Registry; (b) any registrations, filings or authorizations that are required in connection with any Mortgage with respect to a Funded Aircraft but which, as a practical or legal matter, can only be completed following the delivery of perfection the Aircraft to the relevant Lessee (or nonsub-perfectionlessee as applicable), shall be completed as soon as reasonably practicable and, in any case, within the time periods advised to the Borrower, the priority Collateral Agent, the Administrative Agent and the Class A Lenders by legal counsel (including FAA Counsel) who is advising with respect to such Aircraft (and any representations and warranties of the Servicer, the Borrower or any Borrower Group Member in any Transaction Documents relating to the enforceability creation and perfection of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(eMortgage shall be deemed qualified accordingly).

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 7 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the 138 Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) other than in the case of the Non-US Collateral Documents, the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and a security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are such Mortgage is filed in the offices specified on Schedule 4 Section I.H. to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages such Mortgage shall constitute a fully perfected first-priority Liens Lien on, and security interests interest in, all right, title and interest of the Loan Parties Party to such Mortgage in the Mortgaged Properties Property described therein and the proceeds thereof, in each case prior and superior in right to any other Personperson, other than Liens expressly permitted by hereunderSection 7.01 (other than Liens securing Permitted Second Priority Refinancing Debt or any Permitted Refinancing thereof). Notwithstanding anything herein (including this Section 5.185.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e).

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and a security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages such Mortgage shall constitute a fully perfected first-priority Liens Lien on, and security interests interest in, all right, title and interest of the Loan Parties Party to such Mortgage in the Mortgaged Properties Property described therein and the proceeds thereof, in each case prior and superior in right to any other Personperson, other than Liens expressly permitted by hereunderSection 7.01 (other than Liens securing Second Lien Indebtedness, Permitted Second Priority Refinancing Debt or any Permitted Refinancing thereof that are intended to be junior to the Liens of the Collateral Documents). Notwithstanding anything herein (including this Section 5.185.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e4.02(f), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e4.02(f).

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, (or not prohibited) by Section 7.01 and when the Mortgages are filed in the applicable offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.15, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.15), the Mortgages such Mortgage shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of |US-DOCS\161843207.11|| the Loan Parties in the Mortgaged Properties Property thereunder and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted (or not prohibited) by hereunderSection 7.01. Notwithstanding anything herein (including this Section 5.185.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording With respect to any fee interest in any real property that (a) is acquired by the Borrower or a Guarantor after the Closing Date that does not constitute an Excluded Asset set forth in clause (3) of the definition thereof or (b) whether owned by the Borrower or a Guarantor as of the Closing Date or subsequently acquired by the Borrower or a Guarantor, ceases to constitute an Excluded Asset set forth in clause (3) of the appropriate recording officedefinition thereof (such real property referred to individually and collectively as the “Premises”), each Mortgage is effective within 120 days of such acquisition or cessation (as applicable), the Borrower will or will cause the applicable Guarantor, as the case may be, to: (1) deliver to create, in favor of the Collateral Agent, as mortgagee, for its benefit and the benefit of the Secured Parties, legalfully executed Mortgages, duly executed by the Borrower or the applicable Guarantor, as the case may be, together with evidence of the completion (or satisfactory arrangements for the completion), or all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens and the Intercreditor Agreement, against the Premises purported to be covered thereby; (2) deliver to the Collateral Agent, a mortgagee’s title insurance policy in favor of the Collateral Agent 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 interests created by the Mortgage constitute valid Liens thereon free and enforceable perfected first-priority clear of all Liens, defects and encumbrances other than Permitted Liens onand any other exceptions disclosed in such policy, and security interest insuch policy shall also include, all to the extent available and issued at ordinary rates, customary endorsements and shall be accompanied by evidence of the Loan Parties’ right, title and interest payment in and full (or satisfactory arrangements for the payment) of all premiums thereon; (3) deliver to the Mortgaged Properties thereunder Collateral Agent, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the proceeds thereofknowledge of the surveyor, subject only to Liens permitted hereunder, and when the Mortgages are filed there has been no change in the offices specified on Schedule 4 facts depicted in the survey or (ii) an affidavit and/or indemnity from the Borrower or the applicable Guarantor, as the case may be, stating that to its knowledge there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Borrower or Guarantor, as applicable, of such Premises for the Borrower or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form sufficient for the title insurer issuing the title policy to remove the standard survey exception from such policy and issue a survey endorsement to such policy; and (4) deliver to the Perfection Certificate dated Collateral Agent an opinion of outside counsel reasonably acceptable to the Closing Date (orCollateral Agent that such Mortgage has been duly authorized, in the case of any Mortgage executed and delivered after by the date thereof in accordance with Borrower or such Guarantor, constitutes a legal, valid, binding and enforceable obligation of the provisions of Sections 6.11 Borrower or such Guarantor and 6.13, when such Mortgage is filed creates a valid perfected Lien in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right Premises purported to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)be covered thereby.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is will be effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable (subject in the case of enforceability to Debtor Relief Laws) perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (orand, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.136.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13)6.12, the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof SECURITY INTERESTS, LIENS AND OTHER ENCUMBRANCES OF TITLE. For purposes of this Agreement, a "Lien" shall mean any lien, encumbrance, mortgage, pledge, hypothecation, charge, option, right of first refusal, lease, license or other conflicting ownership or security interest in favor of any third party. "Permitted Liens" shall mean (i) Liens for taxes that are not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established, (ii) workers', repairmens' and similar Liens imposed by law that have been incurred in the appropriate recording officeordinary course of business, each Mortgage is effective (iii) Liens and other title defects, easements, encroachments and encumbrances that do not, individually or in the aggregate, materially impair value or continued use as currently conducted of the property to createwhich they relate, (iv) retention of title agreements with suppliers entered into in the ordinary course of business, (v) the rights of others to customer deposits, (vi) the Lien on that certain land and buildings located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ in which a portion of TSG currently operates in favor of International Bank of Commerce, which Lien secures the letter of credit in favor of the Collateral Agent, for its benefit and the benefit issuer of the Secured Partiesperformance bond related to the performance of the FDOT Contract, legal(vii) Liens securing any of the liabilities disclosed on the December Balance Sheet, valid and enforceable perfected first-priority (viii) Liens onincurred in the ordinary course of business under leases or securing purchase money indebtedness, and security interest in(ix) zoning, entitlement, building and other land use regulations imposed by governmental authorities having jurisdiction over any real property that are not violated by the current use and operation of such real property. Except (a) for Permitted Liens or (b) as set forth on Schedule 3.5, (i) Amtech owns the Shares of record and beneficially, (ii) AI has good title to all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunderPurchased Assets, and when (iii) the Mortgages are filed in the offices specified on Schedule 4 members of TSG have good title to the Perfection Certificate dated the Closing Date (ortheir respective properties, in the case of any Mortgage executed rights and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofassets, in each case prior free and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects clear of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)all Liens.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof hereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully legal, valid and enforceable perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording officeSubject to Section 5.15, each Mortgage (other than a Mortgage granted by a U.K. Guarantor) is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid valid, perfected and enforceable perfected first-priority First Priority Liens on, and security interest interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunderPermitted Liens, and when the such Mortgages are filed in the offices specified on Schedule 4 8(a) to the applicable Perfection Certificate Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 5.11 and 6.135.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 5.11 and 6.135.12), the Mortgages shall constitute First Priority fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Permitted Liens. Subject to Section 5.15, the Mortgages granted by each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and enforceable Liens on all of each such Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the Land Registry, the Mortgages shall constitute fully perfected First Priority 967770.02F-CHISR1034077.05-CHISR01A - MSW 150 Liens on, and security interest in, all right, title and interest of each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required Persons pursuant to Permitted Liens until terminated in accordance with the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)terms hereof.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Propertiesy thereunder and the proceeds thereof, subject only to Liens permitted hereunder, by Section 7.01 and when the Mortgages are filed in the offices specified on Schedule 4 6 to the Perfection Certificate dated the Closing Date Datefiling offices in the jurisdictions in which the Mortgaged Properties are located (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 6.11, and 6.136.13 and 6.16, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 6.11, and 6.136.13 and 6.16), the the), such Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties Propertiesy thereunder and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof A. With respect to the Merger Date Leasehold Mortgaged Properties, as soon as practicable after Company or the applicable Subsidiary is able to obtain the agreement of the applicable lessor referred to in subsection 6.8C, and with respect to the Merger Date Fee Mortgaged Properties, as soon as practicable after the Merger Date but in no event later than 7 days after the Merger Date, Company shall deliver to Agents counterparts of the Mortgages covering such Merger Date Leasehold Mortgaged Properties or Merger Date Fee Mortgaged Properties, as the case may be, each dated as of the date of such delivery, duly executed by Company or the applicable Subsidiary in appropriate form for recording, together with such other documents and instruments in appropriate form for filing of such Mortgage as may be necessary or, in the appropriate recording officereasonable opinion of Administrative 100 Agent, desirable effectively to create a valid, perfected, First Priority Lien, subject to Liens permitted by Section 7.2, against the properties purported to be covered thereby. B. As soon as practicable after delivery of each Mortgage is effective pursuant to createsubsection 6.13A, Company shall deliver to Agents (i) mortgagee's title insurance policies in favor of the Collateral Agent, for its benefit Agents and the benefit Lenders in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Agents, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is indefeasible and that the interests created by such Mortgage constitute valid First Priority Liens thereon free and clear of all defects and encumbrances other than as permitted by Section 7.2 or as approved by the Secured Parties, legal, valid and enforceable perfected first-priority Liens onAgents, and security interest insuch policies shall also include, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent available, a revolving credit endorsement and such pledgeother endorsements as Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon and (ii) and such other approvals, security interest, perfection opinions or priority is not required pursuant to documents as the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Agents may reasonably request.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 8 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Personperson, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 7 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) other than in the case of the Non-US Collateral Documents, the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, by Section 7.01 and when the Mortgages are filed in the applicable offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.16, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.16), the Mortgages such Mortgage shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties Property thereunder and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunderSection 7.01. Notwithstanding anything herein (including this Section 5.185.19) or in any other Loan Document to the contrary, neither the Lead Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, ) or (B) the pledge or creation of any security interest, or the effects of perfection or non-non- perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and a security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages such Mortgage shall constitute a fully perfected first-priority Liens Lien on, and security interests interest in, all right, title and interest of the Loan Parties Party to such Mortgage in the Mortgaged Properties Property described therein and the proceeds thereof, in each case prior and superior in right to any other Personperson, other than Liens expressly permitted by hereunderSection 7.01 (other than Liens securing Second Lien Indebtedness, Permitted Second Priority Refinancing Debt or any Permitted Refinancing thereof that are intended to be junior to the Liens of the Collateral Documents). Notwithstanding anything herein (including in this Section 5.18) Agreement or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in 128 (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e4.02(f), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e4.02(f). Section 5.20.

Mortgages. Upon recording thereof in the appropriate recording officeSubject to Section 5.15, each Mortgage (other than a Mortgage granted by a U.K. Guarantor) is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid valid, perfected and enforceable perfected first-priority First Priority Liens on, and security interest interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunderPermitted Liens, and when the such Mortgages are filed in the offices specified on Schedule 4 8(a) to the applicable Perfection Certificate Certificates dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 5.11 and 6.135.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 5.11 and 6.135.12), the Mortgages shall constitute First Priority fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Permitted Liens. 1060441.101066947.03-CHISR01A - MSW Subject to Section 5.15, the Mortgages granted by each applicable U.K. Guarantor under the relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and enforceable Liens on all of each such Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed with the Land Registry, the Mortgages shall constitute fully perfected First Priority Liens on, and security interest in, all right, title and interest of each applicable U.K. Guarantor in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as with respect to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required Persons pursuant to Permitted Liens until terminated in accordance with the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)terms hereof.

Mortgages. Upon recording thereof in the appropriate recording officeTenant accepts this Lease subject and subordinate to all Ground Leases now or hereafter existing and all renewals, each Mortgage is effective to createmodifications, in favor of the Collateral Agentconsolidations, for its benefit replacements and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens onextensions thereof, and security interest inany mortgages and/or deed(s) of trust now or at any time hereafter constituting a lien or charge upon the Premises and/or the Complex (each a “Security Instrument”) and all renewals, all of modifications, consolidations, replacements and extensions thereof; provided, however, that the Loan Parties’ right, title and interest foregoing subordination in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case respect of any Mortgage executed and delivered Security Instrument placed upon the Premises after the date thereof hereof shall not become effective until and unless the applicable ground lessor or holder delivers to Tenant a non-disturbance agreement (a “Non-Disturbance Agreement”) in recordable form which provides that if no Event of Default has occurred and is continuing, such Lender will not disturb Tenant’s right of occupancy of the Premises in accordance with the terms and provisions of Sections 6.11 and 6.13, when such Mortgage is filed this Lease in the offices specified event of a foreclosure or termination, as applicable, of any such Security Instrument (a Non-Disturbance Agreement may also include Tenant’s agreement to attorn as set forth below and will contain such other provisions as the applicable ground lessor or holder shall require in the local counsel opinion delivered with respect thereto in accordance with the connection therewith provided that such provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or will not in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to way materially change the rights and remedies obligations of Tenant under this Lease or materially reduce the obligations of Landlord under this Lease). Although the subordination in the immediately preceding sentence shall be self-operating (subject to the delivery of the Agents required Non-Disturbance Agreement), Tenant, or its successors in interest, shall, within ten (10) business days after its receipt of Landlord’s request, execute and deliver any Lender with respect theretoand all Non-Disturbance Agreements delivered to Tenant by Landlord. If any ground lessor or the mortgagee, under foreign Law, (B) the pledge trustee or creation holder of any security interestsuch Security Instrument elects to have Tenant’s interest in this Lease superior to the applicable Ground Lease or Security Instrument, then by notice to Tenant from such ground lessor, mortgagee, trustee or holder, this Lease shall be deemed superior to the applicable Ground Lease or the effects of perfection or non-perfection, applicable Security Instrument and the priority or the enforceability of any pledge of or lien and/or security interest to evidenced thereby, whether this Lease was executed before or after such Ground Lease or Security Instrument. Tenant shall, within ten (10) business days after its receipt thereof, execute any instruments, releases or other documents or agreements which may be required by any Mortgagee for the extent such pledge, security interest, perfection purpose of subjecting and subordinating any Ground Lease or priority is not required pursuant to Security Instrument and the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or lien and/or security interest evidenced thereby to the extent not required on the Closing Date pursuant to Section 4.02(e)this Lease.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective iseffective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, ,legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and titleand interest in and to the Mortgaged Properties Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, Lienspermitted by Section 7.01 and when the Mortgages are filed in the offices specified on Schedule 4 7 to the Perfection thePerfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after deliveredafter the date thereof in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.16, when such Mortgage suchMortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance inaccordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.16), the Mortgages such Mortgage shall constitute fully perfected first-priority fullyperfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties theMortgaged Property thereunder and the proceeds thereof, in each case prior and superior in right to any other anyother Person, other than Liens permitted by hereunder. Notwithstanding Section 7.01.Notwithstanding anything herein (including this Section 5.185.19) or in any other Loan Document to the tothe contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (Ato(A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security orsecurity interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents theAgents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security anysecurity interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e).any161

Mortgages. Upon recording thereof A. With respect to the Merger Date Leasehold Mortgaged Properties, as soon as practicable after Company or the applicable Subsidiary is able to obtain the agreement of the applicable lessor referred to in subsection 6.8C, and with respect to the Merger Date Fee Mortgaged Properties, as soon as practicable after the Merger Date but in no event later than 7 days after the Merger Date, Company shall deliver to Agents counterparts of the Mortgages covering such Merger Date Leasehold Mortgaged Properties or Merger Date Fee Mortgaged Properties, as the case may be, each dated as of the date of such delivery, duly executed by Company or the applicable Subsidiary in appropriate form for recording, together with such other documents and instruments in appropriate form for filing of such Mortgage as may be necessary or, in the appropriate recording officereasonable opinion of Administrative Agent, desirable effectively to create a valid, perfected, First Priority Lien, subject to Liens permitted by Section 7.2, against the properties purported to be covered thereby. B. As soon as practicable after delivery of each Mortgage is effective pursuant to createsubsection 6.13A, Company shall deliver to Agents (i) mortgagee's title insurance policies in favor of the Collateral Agent, for its benefit Agents and the benefit Lenders in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Agents, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is indefeasible and that the interests created by such Mortgage constitute valid First Priority Liens thereon free and clear of all defects and encumbrances other than as permitted by Section 7.2 or as approved by the Secured Parties, legal, valid and enforceable perfected first-priority Liens onAgents, and security interest insuch policies shall also include, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent available, a revolving credit endorsement and such pledgeother endorsements as Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon and (ii) and such other approvals, security interest, perfection opinions or priority is not required pursuant to documents as the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e).Agents may reasonably request. 108

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, by Section 7.01 and when the Mortgages are filed in the applicable offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.16, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.16), the Mortgages such Mortgage shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties Property thereunder and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunderSection 7.01. Notwithstanding anything herein (including this Section 5.185.19) or in any other Loan Document to the contrary, neither the Lead Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, ) or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and a security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages such Mortgage shall constitute a fully perfected first-priority Liens Lien on, and security interests interest in, all right, title and interest of the Loan Parties Party to such Mortgage in the Mortgaged Properties Property described therein and the proceeds thereof, in each case prior and superior in right to any other Personperson, other than Liens expressly permitted by hereunderSection 7.01 (other than Liens securing Third Lien Indebtedness, Permitted Third Priority Refinancing Debt or any Permitted Refinancing thereof that are intended to be junior to the Liens of the Collateral Documents). Notwithstanding anything herein (including this Section 5.185.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e4.02(f), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e4.02(f).

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, by SectionSection 7.01 and when the Mortgages are filed in the offices specified on Schedule 4 to in the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunderSection 7.01. Notwithstanding anything herein (including this Section 5.18SectionSection 5.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof (a) Each of the Credit Parties shall duly execute and deliver to the Agent one or more mortgages or deeds of trust, as appropriate for the applicable jurisdiction in which the real property encumbered thereby is located, substantially in the appropriate recording officeform of Exhibit 8.2 hereto (each as amended, each Mortgage is supplemented or otherwise modified from time to time in accordance with its terms, a "Mortgage" and, as amended, modified or supplemented from time to time, collectively referred to as the "Mortgages"), and all consents of third parties necessary to permit the effective to creategranting of the Liens created in such mortgages and deeds of trust, in favor of form and substance satisfactory to the Collateral Agent, as may be required by the Agent to grant to the Agent for its benefit and the benefit of the Secured PartiesAgent and the Lenders, legalexcept to the extent otherwise permitted under Section 13.2 hereof, valid a valid, perfected and enforceable perfected first-first priority Liens on, lien on and security interest inin all present and future Real Property of such Credit Party or such Credit Party's Subsidiaries, wherever located, and all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only together with: (i) evidence of the insurance required by the terms of any Mortgage, (ii) copies of each assigned agreement, if any, referred to Liens permitted hereunderin any Mortgage, together with a consent to such assignment in form and substance satisfactory to the Lenders, duly executed by each party to such assigned agreements other than Borrower, and when (iii) evidence that all other action that the Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Mortgages are filed has been taken. (b) Each of the Credit Parties shall provide, at the Credit Parties' expense, such additional documentation as the Agent and the Lenders' would ordinarily require in connection with real estate collateral, including without limitation, the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date following for each parcel of Real Property owned by a Credit Party (or, in the case of any Mortgage executed and delivered after the date thereof other than Excluded Properties): (i) an appraisal performed in accordance with applicable law; (ii) a mortgagee's policy of title insurance naming Agent for the provisions benefit of Sections 6.11 the Lenders as insured; (iii) an environmental audit or such other due diligence or investigation as may be acceptable to the Agent and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered Lenders; and (iv) additionally with respect thereto in accordance with the provisions of Sections 6.11 and 6.13to all Real Properties (other than Excluded Properties), whether owned or leased by a Credit Party, such other certificates, consents, estoppel letters and third party documents as the Mortgages shall constitute fully perfected first-priority Liens on, Agent and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Lenders may request.

Mortgages. Upon recording With respect to any fee interest in any real property that is acquired by the Company or a Guarantor after the date of this Indenture that does not constitute an Excluded Asset set forth in clause (3) of the definition thereof in (such real property referred to individually and collectively as the appropriate recording office“Premises”), each within 90 days of such acquisition, the Company will or will cause the applicable Guarantor, as the case may be, to: (1) deliver to the Collateral Agent, as mortgagee, for the benefit of the Notes Secured Parties, fully executed Mortgages, duly executed by the Company or the applicable Guarantor, as the case may be, together with evidence of the completion (or satisfactory arrangements for the completion), or all recordings and filings of such Mortgage is effective as may be necessary to createcreate a valid, perfected Lien, subject to Permitted Liens and the Intercreditor Agreement, against the Premises purported to be covered thereby; (2) deliver to the Collateral Agent, a mortgagee’s title insurance policy in favor of the Collateral Agent 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 interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens and any other exceptions disclosed in such policy, and such policy shall also include, to the extent available and issued at ordinary rates, customary endorsements and shall be accompanied by evidence of the payment in full (or satisfactory arrangements for the payment) of all premiums thereon; (3) deliver to the Collateral Agent, for its benefit the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the benefit knowledge of the Secured Partiessurveyor, legalthere has been no change in the facts depicted in the survey or (ii) an affidavit and/or indemnity from the Company or the applicable Guarantor, valid as the case may be, stating that to its knowledge there has been no change in the 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 and enforceable perfected first-priority Liens onin each case, in form sufficient for the title insurer issuing the title policy to remove the standard survey exception from such policy and security interest in, all issue a survey endorsement to such policy; and (4) deliver an Opinion of the Loan Parties’ right, title and interest in and Counsel to the Mortgaged Properties thereunder and the proceeds thereofCollateral Agent that such Mortgage has been duly authorized, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after by the date thereof in accordance with Company or such Guarantor, constitutes a legal, valid, binding and enforceable obligation of the provisions of Sections 6.11 Company or such Guarantor and 6.13, when such Mortgage is filed creates a valid perfected Lien in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right Premises purported to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)be covered thereby.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property thereunder and the proceeds thereof, subject only to Liens permitted hereunder, by Section 7.01 and when the Mortgages are filed in the offices specified on Schedule 4 7 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.16, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 6.11, 6.13 and 6.136.16), the Mortgages such Mortgage shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties Property thereunder and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunderSection 7.01. Notwithstanding anything herein (including this Section 5.185.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (Ai) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (Bii) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is will be effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable (subject in the case of enforceability to Debtor Relief Laws) perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, #4865-3972-4350v17 title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (orand, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.136.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13)6.12, the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.

Mortgages. Upon recording thereof As soon as practicable after the date of the Fourth Amendment, but in no event later than October 31, 2000, Borrower shall deliver or cause to be delivered to Administrative Agent the appropriate recording office, each Mortgage is effective to createfollowing, in favor each case in form and substance satisfactory to Administrative Agent: (a) a first lien mortgage or deed of trust, assignment of leases and rents and security agreement in respect of each of the Collateral AgentReal Estate Properties listed on Part I of Schedule 3 hereto (each a "Mortgaged Property" and collectively, the "Mortgaged Properties") made by Borrower (or such subsidiary of Borrower owning the applicable Mortgaged Property) in favor of, or for its the benefit and of, the Administrative Agent for the benefit of the Secured PartiesLenders and encumbering each Mortgaged Property, legalin each case in form appropriate for filing in the applicable jurisdiction and otherwise satisfactory to the Administrative Agent (each such mortgage or deed of trust, valid and enforceable perfected first-priority Liens ontogether with all amendments, supplements or modifications thereto as may be approved by the Administrative Agent from time to time, a "Mortgage", and security interest incollectively, the "Mortgages"); together with Uniform Commercial Code financing statements in appropriate form for recording covering all fixtures and other personal property in respect of the Loan Parties’ rightMortgaged Properties; (b) one or more mortgagee policies of title insurance on forms of (including endorsements thereto) and issued by the title company satisfactory to the Administrative Agent (the "Title Company"), insuring the validity and priority of the Liens created under the Mortgages for and in the aggregate amount of the Commitments; (c) as-built survey of each Mortgaged Property showing such matters as may be required by the Title Company to omit the standard survey exception from the mortgagee title and interest in policy for such Mortgaged Property, and, if available, certified to the Administrative Agent and to each Lender and the Title Company, prepared by a registered surveyor; (d) copies of certificates of occupancy for the Mortgaged Properties thereunder Properties; (e) certificates of insurance evidencing the existence of all insurance required to be maintained by the Borrower pursuant to the Mortgages, such certificates to be in such form and contain such information as is specified in Mortgage; (f) a Phase I environmental survey and assessment in respect of each Mortgaged Property prepared by a firm of licensed engineers (familiar with the identification of toxic and hazardous substances) in form and substance satisfactory to the Administrative Agent; (g) an opinion of counsel to the Borrower addressed to the Agent and the proceeds thereofLenders addressing the due execution, subject only to Liens permitted hereunderauthorization, delivery and enforceability of the Mortgages, and when such other matters as the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date Administrative Agent shall require; and (h) evidence that all other actions necessary or, in the case opinion of any Mortgage executed the Administrative Agent, desirable to perfect and delivered after protect the date thereof first priority Lien created by the Mortgages, and to enhance the Administrative Agent's ability to preserve and protect its interest in accordance and access to the Mortgaged Property and the other collateral related thereto, have been taken. In addition, the Borrower shall have paid to the Title Company all expenses and premiums of the Title Company in connection with the provisions issuance of Sections 6.11 the title policies referred to in clause (b) above and 6.13, when such Mortgage is filed in addition shall have paid to the Title Company an amount equal to the recording and stamp taxes payable in connection with recording the Mortgages in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(eappropriate county land office(s).

Mortgages. Upon recording thereof A. With respect to the Merger Date Leasehold Mortgaged Properties, as soon as practicable after Company or the applicable Subsidiary is able to obtain the agreement of the applicable lessor referred to in subsection 6.8C, and with respect to the Merger Date Fee Mortgaged Properties, as soon as practicable after the Merger Date but in no event later than 7 days after the Merger Date, Company shall deliver to Agents counterparts of the Mortgages covering such Merger Date Leasehold Mortgaged Properties or Merger Date Fee Mortgaged Properties, as the case may be, each dated as of the date of such delivery, duly executed by Company or the applicable Subsidiary in appropriate form for recording, together with such other documents and instruments in appropriate form for filing of such Mortgage as may be necessary or, in the appropriate recording officereasonable opinion of Administrative Agent, desirable effectively to create a valid, perfected, First Priority Lien, subject to Liens permitted by Section 7.2, against the properties purported to be covered thereby. B. As soon as practicable after delivery of each Mortgage is effective pursuant to createsubsection 6.13A, Company shall deliver to Agents (i) mortgagee's title insurance policies in favor of the Collateral Agent, for its benefit Agents and the benefit Lenders in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Agents, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is indefeasible and that the interests created by such Mortgage constitute valid First Priority Liens thereon free and clear of all defects and encumbrances other than as permitted by Section 7.2 or as approved by the Secured Parties, legal, valid and enforceable perfected first-priority Liens onAgents, and security interest insuch policies shall also include, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent available, a revolving credit endorsement and such pledgeother endorsements as Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon and (ii) and such other approvals, security interest, perfection opinions or priority is not required pursuant to documents as the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e).Agents may reasonably request. 109

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Schedule 4 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof hereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder. Notwithstanding anything herein (including this Section 5.185.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) other than in the case of the Non-US Collateral Documents, the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, Law or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.13 or Section 4.02(e), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.02(e)Requirement.