Common use of Additional Mortgages Clause in Contracts

Additional Mortgages. The Borrower will, and will cause each of its Domestic Subsidiaries other than Excluded Subsidiaries to, (i) grant to the Administrative Agent security interests and mortgages (each such mortgage, as well as any mortgage granted pursuant to Section 7.11(j), an "Additional Mortgage") in such Real Property (excluding (x) owned Real Property where the fair market value thereof is less than $1,000,000 and (y) (1) leases of medical office space and (2) other leases with a rental payment of less than $500,000 per year) of the Borrower or any of the Domestic Subsidiaries (other than Excluded Subsidiaries) acquired (or in the case of leasehold properties, entered into) after the Closing Date (each such Real Property, an "Additional Mortgaged Property") and (ii) for properties for which Additional Mortgages have been granted and if requested by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in Section 5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent. All such Additional Mortgages shall be granted pursuant to documentation substantially in the form of the Mortgages (and, in addition, any necessary UCC fixture filings and any necessary landlord consents, landlord waivers and such other documents related to any leased Additional Mortgaged Property) or in such other form as is reasonably satisfactory to the Administrative Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be 101 granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full.

Additional Mortgages. The Borrower willA. From and after the Closing Date, and will cause each of its Domestic Subsidiaries other than Excluded Subsidiaries to, in the event that (i) grant to the Administrative Agent security interests and mortgages any Borrower or any of its Subsidiaries acquires any Fee Property or any Material Leasehold (each a "Covered Real Property Asset") or (ii) at the time any Person becomes a Subsidiary of any Borrower, such mortgagePerson owns or holds any Covered Real Property Asset, such Borrower or such Subsidiary shall, as well soon as practicable after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any mortgage granted pursuant to Section 7.11(j)Borrower, as the case may be, deliver (a) fully executed counterparts of Mortgages (each an "Additional Mortgage" and collectively, the "Additional Mortgages") encumbering such Covered Real Property Asset, together with evidence that counterparts of such Additional Mortgages have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, on such Covered Real Property Asset in favor of Agent (or such other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property Asset"); (c) with respect to U.S. Covered Real Property Assets only, if required by Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional 106 Mortgage recorded in such state and such other matters as Agent may reasonably request, in form and substance reasonably satisfactory to Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested by Agent, in form and substance reasonably satisfactory to Agent; (excluding (xe) owned unless waived by Agent, in the case of each such Covered Real Property where Asset consisting of a Fee Property or a Material Leasehold, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretion; (f) with respect to U.S. Covered Real Property Assets only, if required by Agent, in the fair market value thereof is less than $1,000,000 and case of each such U.S. Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, a Title Policy; (yg) with respect to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, a municipal engineer, title company or national flood certification form, as to whether (1) leases of medical office space such U.S. Covered Real Property Asset (an "Additional Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) other leases with a rental payment of less than $500,000 per yearthe community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) of the Borrower or any of the Domestic Subsidiaries (other than Excluded Subsidiaries) acquired (or is located is participating in the case of leasehold properties, entered intoNational Flood Insurance Program; and (h) after the Closing Date (each if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, an "Company's written acknowledgement of receipt of written notification from Agent (1) as to the existence of such Additional Mortgaged Property") Flood Hazard Property and (ii2) for properties for as to whether the community in which Additional Mortgages have been granted and if requested by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in Section 5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent. All such Additional Mortgages shall be granted pursuant to documentation substantially Flood Hazard Property is located is participating in the form of the Mortgages (and, in addition, any necessary UCC fixture filings and any necessary landlord consents, landlord waivers and such other documents related to any leased Additional Mortgaged Property) or in such other form as is reasonably satisfactory to the Administrative Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be 101 granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in fullNational Flood Insurance Program.

Additional Mortgages. The Borrower willA. From and after the Closing Date, and will cause each of its Domestic Subsidiaries other than Excluded Subsidiaries to, in the event that (i) grant to the Administrative Agent security interests and mortgages any Borrower or any of its Subsidiaries acquires any Fee Property or any Material Leasehold (each a "Covered Real Property Asset") or (ii) at the time any Person becomes a Subsidiary of any Borrower, such mortgagePerson owns or holds any Covered Real Property Asset, such Borrower or 124 such Subsidiary shall, as well soon as practicable after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any mortgage granted pursuant to Section 7.11(j)Borrower, as the case may be, deliver (a) fully executed counterparts of Mortgages (each an "Additional Mortgage" and collectively, the "Additional Mortgages") encumbering such Covered Real Property Asset, together with evidence that counterparts of such Additional Mortgages have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, on such Covered Real Property Asset in favor of Agent (or such other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property Asset"); (c) with respect to U.S. Covered Real Property Assets only, if required by Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and such other matters as Agent may reasonably request, in form and substance reasonably satisfactory to Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested by Agent, in form and substance reasonably satisfactory to Agent; (excluding (xe) owned if required by Agent, in the case of each such Covered Real Property where Asset consisting of a Fee Property, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretion; (f) with respect to U.S. Covered Real Property Assets only, if required by Agent, in the fair market value thereof is less than $1,000,000 and case of each such U.S. Covered Real Property Asset consisting of a Fee Property, a Title Policy; (yg) with respect to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, a municipal engineer, title company or national flood certification form, as to whether (1) leases of medical office space such U.S. Covered Real Property Asset (an "Additional Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) other leases with a rental payment of less than $500,000 per yearthe community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) of the Borrower or any of the Domestic Subsidiaries (other than Excluded Subsidiaries) acquired (or is located is participating in the case of leasehold properties, entered intoNational Flood Insurance Program; and (h) after the Closing Date (each if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, an "Company's written acknowledgement of receipt of written notification from Agent (1) as to the existence of such Additional Mortgaged Property") Flood Hazard Property and (ii2) for properties for as to whether the community in which Additional Mortgages have been granted and if requested by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in Section 5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent. All such Additional Mortgages shall be granted pursuant to documentation substantially Flood Hazard Property is located is participating in the form of the Mortgages (and, in addition, any necessary UCC fixture filings and any necessary landlord consents, landlord waivers and such other documents related to any leased Additional Mortgaged Property) or in such other form as is reasonably satisfactory to the Administrative Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be 101 granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in fullNational Flood Insurance Program.

Additional Mortgages. The Borrower willOn and after the Closing Date and prior to the Collateral Release Date, and will cause each Company shall, excluding Owned Real Property Assets with an aggregate value for all such excluded assets of $2,000,000 or less, with respect to Owned Real Property Assets hereafter acquired by Company or any of its Domestic Subsidiaries other than Excluded Subsidiaries to(including any Domestic Subsidiary formed or acquired after the date hereof), deliver (ia) grant fully executed counterparts of Mortgages (each an "ADDITIONAL MORTGAGE" and collectively the "ADDITIONAL MORTGAGES") encumbering such fee interest, together with evidence that counterparts of such Additional Mortgages have been recorded in all places to the extent necessary or desirable, in the judgment of Administrative Agent, so as to effectively create a valid and enforceable first priority Lien, subject only to Permitted Encumbrances, on such Owned Real Property Asset in favor of Administrative Agent security interests (or such other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Owned Real Property Asset; (c) if required by Administrative Agent, an opinion of counsel (which counsel shall be satisfactory to Administrative Agent) in the state in which such Owned Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and mortgages such other matters as Administrative Agent may request, in form and substance satisfactory to Administrative Agent; (d) if required by Administrative Agent, in the case of each such mortgageOwned Real Property Asset, an environmental audit prepared by professional consultants mutually acceptable to Company and Administrative Agent, in form, scope and substance satisfactory to Administrative Agent; (e) if required by Administrative Agent, in the case of each such Owned Real Property Asset, a Mortgage Policy in an amount satisfactory to Administrative Agent with respect to such Additional Mortgage; and (f) evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as well as any mortgage granted pursuant to Section 7.11(j), an "Additional Mortgage") in such Real Property (excluding (x) owned Real Property where the fair market value thereof is less than $1,000,000 and (y) whether (1) leases of medical office space any such Owned Real Property Asset ("ADDITIONAL FLOOD HAZARD PROPERTY") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) other leases with a rental payment of less than $500,000 per year) of the Borrower or any of the Domestic Subsidiaries (other than Excluded Subsidiaries) acquired (or community in which each Additional Flood Hazard Property is located is participating in the case National Flood Insurance Program; and (h) if there are any Additional Flood Hazard Properties, Company's written acknowledgment of leasehold properties, entered intoreceipt of written notification from Administrative Agent (1) after as to the Closing Date (existence of each such Real Property, an "Additional Mortgaged Property") Flood Hazard Property and (ii2) for properties for as to whether the community in which Additional Mortgages have been granted and if requested each such Flood Hazard Property is located is participating in the National Flood Insurance Program. Company shall, permit authorized representatives designated by the Administrative Agent, deliver upon reasonable notice, to visit and inspect any Owned Real Property Assets to be subject to the Lien of an Additional Mortgage, for the purpose of obtaining an appraisal of value, conducted by consultants retained by Administrative Agent documents of the types referred in compliance with all applicable banking regulations, with respect to in Section 5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent. All such Additional Mortgages shall be granted pursuant to documentation substantially in the form of the Mortgages (and, in addition, any necessary UCC fixture filings and any necessary landlord consents, landlord waivers and such other documents related to any leased Additional Mortgaged Property) or in such other form as is reasonably satisfactory to the Administrative Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be 101 granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in fullreal property fee interest.

Additional Mortgages. The Borrower willA. From and after the Closing Date, and will cause each of its Domestic Subsidiaries other than Excluded Subsidiaries to, in the event that (i) grant Company or any Subsidiary Guarantor acquires any Fee Property or any Material Leasehold (each a "COVERED REAL PROPERTY ASSET") or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any Covered Real Property Asset, Company or such Subsidiary Guarantor shall, as soon as practicable after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary Guarantor, as the case may be, deliver (a) fully executed counterparts of Mortgages (each an "ADDITIONAL MORTGAGE" and collectively, the "ADDITIONAL MORTGAGES") encumbering such Covered Real Property Asset, together with evidence that counterparts of such Additional Mortgages have been recorded in all places to the Administrative extent necessary or desirable, in the reasonable judgment of Collateral Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, on such Covered Real Property Asset in favor of Collateral Agent security interests (or such other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset; (c) if required by Collateral Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which such Covered Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and mortgages such other matters as Collateral Agent may reasonably request, in form and substance reasonably satisfactory to Collateral Agent; (d) in the case of each such mortgageCovered Real Property Asset consisting of a Material Leasehold, such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested by Collateral Agent, in form and substance reasonably satisfactory to Collateral Agent; (e) if required by Collateral Agent, in the case of each such Covered Real Property Asset consisting of a Fee Property, environmental audits prepared by professional consultants mutually acceptable to Company and Collateral Agent, in form, scope and substance satisfactory to Collateral Agent in its reasonable discretion; (f) if required by Collateral Agent, in the case of each such Covered Real Property Asset consisting of a Fee Property, an ALTA mortgagee title insurance policy issued by a title insurer reasonably satisfactory to Collateral Agent (an "ADDITIONAL MORTGAGE POLICY"), in an amount reasonably satisfactory to Collateral Agent, assuring Collateral Agent that the applicable Additional Mortgage creates a valid and enforceable first priority mortgage lien (or such other priority lien as may be specified in the applicable Additional Mortgage) on such Covered Real Property Asset, free and clear of all defects and encumbrances except Permitted Encumbrances and subject to a standard survey exception, which Additional Mortgage Policy shall be in form and substance reasonably satisfactory to Collateral Agent and shall include an endorsement for mechanics' liens, for future advances under this Agreement, the Notes and the other Loan Documents, and for any other matters that Collateral Agent may reasonably request, and shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; (g) evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as well as any mortgage granted pursuant to Section 7.11(j), an "Additional Mortgage") in such Real Property (excluding (x) owned Real Property where the fair market value thereof is less than $1,000,000 and (y) whether (1) leases of medical office space such Covered Real Property Asset (an "ADDITIONAL FLOOD HAZARD PROPERTY") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) other leases with a rental payment of less than $500,000 per yearthe community in which such Covered Real Property Asset (if it is an Additional Flood Hazard Property) of the Borrower or any of the Domestic Subsidiaries (other than Excluded Subsidiaries) acquired (or is located is participating in the case of leasehold properties, entered intoNational Flood Insurance Program; and (h) after the Closing Date (each if such Covered Real Property Asset is an Additional Flood Hazard Property, an "Company's written acknowledgement of receipt of written notification from Collateral Agent (1) as to the existence of such Additional Mortgaged Property") Flood Hazard Property and (ii2) for properties for as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program. Collateral Agent and Lenders shall cooperate reasonably with Company, at Company's expense, in structuring any Additional Mortgages have been granted and if requested by the Administrative Agentin a manner so as to minimize mortgage taxes associated therewith, deliver to the Administrative Agent documents extent possible consistent with the protection of the types referred to in Section 5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent. All such Additional Mortgages shall be granted pursuant to documentation substantially in the form of the Mortgages (and, in addition, any necessary UCC fixture filings and any necessary landlord consents, landlord waivers and such other documents related to any leased Additional Mortgaged Property) or in such other form as is reasonably satisfactory to the Administrative Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be 101 granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in fullLenders' interests.

Additional Mortgages. The Borrower willA. From and after the Closing Date, and will cause each of its Domestic Subsidiaries other than Excluded Subsidiaries to, in the event that (i) grant to the Administrative Agent security interests and mortgages any Borrower or any of its Subsidiaries acquires any Fee Property or any Material Leasehold (each a "Covered Real Property Asset") or (ii) at the time any Person becomes a Subsidiary of any Borrower, such mortgagePerson owns or holds any Covered Real Property Asset, such Borrower or such Subsidiary shall, as well soon as practicable after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any mortgage granted pursuant to Section 7.11(j)Borrower, as the case may be, deliver (a) fully executed counterparts of Mortgages (each an "Additional Mortgage" and collectively, the "Additional Mortgages") encumbering such Covered Real Property Asset, together with evidence that counterparts of such Additional Mortgages have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, on such Covered Real Property Asset in favor of Agent (or such other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property Asset"); (c) with respect to U.S. Covered Real Property Assets only, if required by Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and such other matters as Agent may reasonably request, in form and substance reasonably satisfactory to Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested by Agent, in form and substance reasonably satisfactory to Agent; (excluding (xe) owned unless waived by Agent, in the case of each such Covered Real Property where Asset consisting of a Fee Property or a Material Leasehold, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretion; (f) with respect to U.S. Covered Real Property Assets only, if required by Agent, in the fair market value thereof is less than $1,000,000 and case of each such U.S. Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, a Title Policy; (yg) with respect to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, a municipal engineer, title company or national flood certification form, as to whether (1) leases of medical office space such U.S. Covered Real Property Asset (an "Additional Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) other leases with a rental payment of less than $500,000 per yearthe community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) of the Borrower or any of the Domestic Subsidiaries (other than Excluded Subsidiaries) acquired (or is located is participating in the case of leasehold properties, entered intoNational Flood Insurance Program; and (h) after the Closing Date (each if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, an "Company's written acknowledgement of receipt of written notification from Agent (1) as to the existence of such Additional Mortgaged Property") Flood Hazard Property and (ii2) for properties for as to whether the community in which Additional Mortgages have been granted and if requested by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in Section 5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent. All such Additional Mortgages shall be granted pursuant to documentation substantially Flood Hazard Property is located is participating in the form of the Mortgages (and, in addition, any necessary UCC fixture filings and any necessary landlord consents, landlord waivers and such other documents related to any leased Additional Mortgaged Property) or in such other form as is reasonably satisfactory to the Administrative Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be 101 granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in fullNational Flood Insurance Program.

Additional Mortgages. The Borrower willA. From and after the Closing Date, and will cause each of its Domestic Subsidiaries other than Excluded Subsidiaries to, in the event that (i) grant any Borrower or any of its Subsidiaries acquires any Fee Property or any Material Leasehold (each a "COVERED REAL PROPERTY ASSET") or (ii) at the time any Person becomes a Subsidiary of any Borrower, such Person owns or holds any Covered Real Property Asset, such Borrower or such Subsidiary shall, as soon as practicable after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any Borrower, as the case may be, deliver (a) fully executed counterparts of Mortgages (each an "ADDITIONAL MORTGAGE" and collectively, the "ADDITIONAL MORTGAGES") encumbering such Covered Real Property Asset, together with evidence that counterparts of such Additional Mortgages have been recorded in all places to the Administrative extent necessary or desirable, in the reasonable judgment of Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, on such Covered Real Property Asset in favor of Agent security interests (or such other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset located in the United States (a "U.S. COVERED REAL PROPERTY ASSET"); (c) with respect to U.S. Covered Real Property Assets only, if required by Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and mortgages such other matters as Agent may reasonably request, in form and substance reasonably satisfactory to Agent; (d) in the case of each such mortgageCovered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested by Agent, in form and substance reasonably satisfactory to Agent; (e) unless waived by Agent, in the case of each such Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretion; (f) with respect to U.S. Covered Real Property Assets only, if required by Agent, in the case of each such U.S. Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, a Title Policy; (g) with respect to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, a municipal engineer, title company or national flood certification form, as well as any mortgage granted pursuant to Section 7.11(j), an "Additional Mortgage") in such Real Property (excluding (x) owned Real Property where the fair market value thereof is less than $1,000,000 and (y) whether (1) leases of medical office space such U.S. Covered Real Property Asset (an "ADDITIONAL FLOOD HAZARD PROPERTY") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) other leases with a rental payment of less than $500,000 per yearthe community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) of the Borrower or any of the Domestic Subsidiaries (other than Excluded Subsidiaries) acquired (or is located is participating in the case of leasehold properties, entered intoNational Flood Insurance Program; and (h) after the Closing Date (each if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, an "Company's written acknowledgement of receipt of written notification from Agent (1) as to the existence of such Additional Mortgaged Property") Flood Hazard Property and (ii2) for properties for as to whether the community in which Additional Mortgages have been granted and if requested by the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in Section 5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent. All such Additional Mortgages shall be granted pursuant to documentation substantially Flood Hazard Property is located is participating in the form of the Mortgages (and, in addition, any necessary UCC fixture filings and any necessary landlord consents, landlord waivers and such other documents related to any leased Additional Mortgaged Property) or in such other form as is reasonably satisfactory to the Administrative Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be 101 granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in fullNational Flood Insurance Program.