Common use of Mortgages Clause in Contracts

Mortgages. The Company will use its commercially reasonable efforts to complete or cause to be completed on or prior to the Issue Date all filings and other similar actions required or desirable on its part in connection with the creation, perfection, protection and/or reaffirmation of such security interests in favor of the Notes and the Guarantees. In the case of material real property owned by the Company or a Grantor as of the Issue Date that will secure the Notes Obligations and constitute Collateral (each, a “Mortgaged Property”), the Company or the applicable Grantor shall deliver to the applicable Notes Collateral Agent, within 180 days after the Issue Date (or such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided that, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at the written request of the Company, and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreement to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer required.

Mortgages. (a) Upon the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Contributed Restaurant Third-Party Leases). Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.1(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Company will use its commercially Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable efforts costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to complete and in accordance with the Priority of Payments. For the avoidance of doubt, Wendy’s Properties shall not be required to, and the Trustee may not, record or cause to be completed recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or prior obligation to inspect, review or examine any such Mortgages or to determine that the Issue Date all filings and other similar actions required same are valid, binding, legally effective, properly endorsed, genuine, enforceable or desirable appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its part behalf shall in connection with any way be liable for any delays in the creationrecordation of any Mortgage, perfection, protection and/or reaffirmation for the rejection of such security interests a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Notes and Trustee, for the Guarantees. In the case of material real property owned by the Company or a Grantor as benefit of the Issue Date that will secure the Notes Obligations and constitute Collateral (eachSecured Parties, a “Mortgaged Property”)legal, the Company or the applicable Grantor shall deliver to the applicable Notes Collateral Agent, within 180 days after the Issue Date (or such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority Lien, Liens on (subject to the Intercreditor Agreements and Permitted Liens), and security interests in, Wendy’s Properties’ right, title and interest in favor and to each Contributed Owned Real Property and each New Owned Real Property, and the Proceeds thereof. Upon the request of such Notes Collateral Agent for Wendy’s Properties, and at the benefit direction of the Indenture Secured Parties; (C) American Land Title Association Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or other mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is locatedany New Owned Real Property; provided thatthat if such closing shall not occur, the amount such release of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than returned by the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable escrow agent directly to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at the written request of the Company, and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreement to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredTrustee.

Mortgages. The Company will use its commercially reasonable efforts Tenant accepts this Lease subject and subordinate to complete any mortgages and/or deeds of trust now or cause at any time hereafter constituting a lien or charge upon the Premises or any ground lease, and all renewals, increases and rearrangements thereof, whether or not a novation of the secured debt may occur in connection therewith (herein, a “Mortgage”); provided, however, that if the holder of any Mortgage (a “Mortgagee”) elects to have Tenant's interest in this Lease superior to any such Mortgage, then by written notice to Tenant from the Mortgagee, this Lease shall be completed on or prior deemed superior to the Issue Date all filings and other similar actions required or desirable on its part in connection with the creation, perfection, protection and/or reaffirmation of such security interests in favor of the Notes and the Guaranteeslien created by that Mortgage. In the case event of material real property owned by any foreclosure of any such lien or mortgage, Tenant agrees to attorn to the Company Mortgagee or other purchaser at foreclosure, upon demand. Notwithstanding anything to the contrary contained herein, Tenant agrees that this Lease shall be subordinate to any future Mortgage placed against the Premises, and that it will attorn to the future Mortgagee, only if the Mortgagee agrees with Tenant in a Grantor as of the Issue Date that will secure the Notes Obligations subordination, non-disturbance and constitute Collateral attornment agreement (each, a an “Mortgaged PropertySNDA Agreement”), in the Company Mortgagee’s then standard form, that Tenant’s right to use and occupy the Premises under the terms of this Lease will not be deprived as a result of a termination or foreclosure of such Mortgage so long as Tenant is not then in default under this Lease; provided, however, that Tenant acknowledges and agrees that such SNDA Agreement may contain, among other terms and conditions required for obtaining such Mortgage (i) any provision (or the applicable Grantor shall deliver substantial equivalent thereof) contained in any previous SNDA Agreement executed by Tenant (or any predecessor Tenant hereunder), (ii) a provision requiring that notices of Landlord default be given to the applicable Notes Collateral AgentMortgagee and the Mortgagee allowed a reasonable time in addition to Landlord’s cure period hereunder to cure such default before Tenant shall be entitled to take its remedies hereunder or by law, within 180 days after the Issue Date (or such later date iii) a provision stating that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart terms of the Mortgage has been recorded or delivered govern over any conflicting provision of this Lease pertaining to the appropriate title Mortgagee’s obligation to make insurance company or condemnation proceeds available for recording reconstruction of any part of the Premises, (iv) provisions by which such Mortgagee or successor-in-interest upon foreclosure is agreed not to be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, including prepayment in the nature of security for the performance by Tenant of its obligations under this Lease (unless actually received by such successor in interest), (b) any obligations of Landlord to construct improvements, (c) any amendment or modification of this Lease (or implied waiver of Tenant’s obligations) made without the written consent of such trustee or such beneficiary or such successor in interest, (d) any representations or defaults by any prior Landlord, and (e) any other matters that such Mortgagee is not directly responsible for causing, as such Mortgagee may specify, and/or (v) such other provisions and protections as such Mortgagee may request that are reasonably customary in the commercial mortgage lending community at the time. Tenant, at any time hereafter on demand by Landlord, shall promptly following the Issue Dateexecute and deliver to Landlord, in the place necessary, to create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor any event within ten (10) days of such Notes Collateral Agent for demand, an SNDA Agreement meeting the benefit of the Indenture Secured Parties; (C) American Land Title Association above criteria or other mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided that, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at the written request of the Company, and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreement to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredcommercially reasonable form.

Mortgages. The Company will use its commercially reasonable efforts to complete or Borrower shall cause to be completed on or prior to the Issue Date all filings and other similar actions required or desirable on its part in connection with the creation, perfection, protection and/or reaffirmation of such security interests in favor of the Notes and the Guarantees. In the case of material real property owned by the Company or a Grantor as of the Issue Date that will secure the Notes Obligations and constitute Collateral (each, a “Mortgaged Property”), the Company or the applicable Grantor shall Pledged Collateral LLCs to execute and deliver to the applicable Notes Collateral AgentTrustee, within 180 not later than 90 days after the Issue Date (or Closing Date, Mortgages with respect to real properties that constitute Credit Tenant Lease Assets owned by such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Pledged Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart LLCs comprising not less than 50% of the Borrowing Base Value of all Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is locatedEligible Assets; provided that, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax (i) Mortgages shall not be reasonably limited to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under with respect to any Mortgage-Exempt Asset, (ii) the Mortgaged Properties, at any time, shall be comprised of the highest ranked Mortgage-Eligible Assets from the Pledged Collateral List in effect at the time of the delivery of the Mortgage in respect of each Mortgaged Property (it being understood that no Mortgage will be required to be delivered solely because of a re-ranking of the Listed Eligible Assets and/or the Pledged Collateral List), and (iii) each Mortgage required to be delivered pursuant to this Section 12.05 2.24 shall secure 50% of the undepreciated book value of the applicable Credit Tenant Lease Asset (reflecting any impairment taken by the applicable Collateral LLC but without adding back any depreciation before the most recent such impairment) at the time such Mortgage is entered in to. Following the date that is 90 days after the Closing Date, the Borrower shall cause Mortgages in compliance with this Section 2.24 to be delivered as necessary so that at all times the Mortgaged Properties shall comprise not less than 50% of the Borrowing Base Value of all Mortgage-Eligible Assets. Notwithstanding anything to the contrary in this Section 2.24, neither the Borrower nor any Grantor shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at the written request of the Company, and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreement to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requireddeliver environmental reports, third-party reports, appraisals, surveys, title insurance policies, tract searches or legal opinions in respect of any Mortgaged Property or Mortgage thereon.

Mortgages. The Company will use Grantee, and its commercially reasonable efforts successors, subtenants and assigns permitted hereunder shall have the right to complete mortgage and pledge its interest in this Agreement (a “Mortgage”) to a lender (a “Mortgagee”), in accordance with and subject to the terms, conditions, requirements and limitations of this Section 9. Grantor and Grantee expressly intend and agree that the provisions of this Section 9 and such other provisions of this Agreement which, by their terms, are for the benefit of a Mortgagee, are intended for the benefit of and enforceable by such Mortgagee and its respective nominees, designees, successors and assigns. Notwithstanding anything in this Agreement to the contrary, all Mortgages shall be expressly subordinate and subject to the terms, covenants and conditions of this Agreement, and at all times shall be inferior and subject to the prior right, title and interest of Grantor herein. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the fee interest in the Easement Air Space be subordinate to any Mortgage. A notice of each Mortgage shall be delivered to the Grantor specifying the name and address of such Mortgagee to which notices shall be sent. Grantor shall be furnished a copy of each such recorded Mortgage within thirty (30) days of such mortgage being recorded. If Grantee, or Grantee’s successors or assigns, shall mortgage its rights under this Agreement, then so long as any such Mortgage shall remain unsatisfied of record and Grantee shall have properly delivered notice to Grantor in compliance with Section 9(b) hereof with respect to such Mortgagee, the following provisions shall apply: Grantor, upon serving upon Grantee any notice of any default by Grantee hereunder (a “Grantee Default”) or any other notice under the provisions of this Agreement, shall also serve a copy of such notice upon Mortgagee, and no notice shall be deemed to have been duly given as to the Mortgagee unless and until a copy thereof has been so served upon the Mortgagee. Grantor’s furnishing a copy of such notice to Mortgagee shall not in any way affect or become a condition precedent to the effectiveness of any notice given or served upon Grantee, provided, that Grantor may not terminate this Agreement or exercise any remedies against Grantee without first giving Mortgagee notice and opportunity to cure as provided in this Agreement. Any Mortgagee, in case there shall be a Grantee Default under this Agreement, shall have the right to remedy such Grantee Default (or cause the same to be completed on remedied) within thirty (30) days after notice to Mortgagee of such Grantee Default (which will be after expiration of all Grantee notice and cure periods), provided, however, that if such failure is of such nature that it cannot be corrected within such thirty (30) day period, such failure shall not constitute a Grantee Default so long as (x) curative action reasonably satisfactory to Grantor is instituted within such period and diligently and continuously pursued to completion thereafter, and (y) periodic progress reports thereon are delivered to Grantor, and Grantor shall accept such performance by or prior at the instance of Mortgagee as if the same had been made by Grantee. Any provision of this Agreement to the Issue Date all filings and other similar actions required contrary notwithstanding, no performance by or desirable on its part behalf of a Mortgagee shall cause it to become a “mortgagee in connection with the creation, perfection, protection and/or reaffirmation of such security interests possession” or otherwise cause it to be deemed to be in favor possession of the Notes and Easement Air Space or bound by or liable under this Agreement. The Grantor agrees that, in the Guarantees. In the case event of material real property owned a non-monetary Grantee Default which cannot be cured by the Company or a Grantor as Mortgagee pursuant to paragraph (ii), above, without obtaining possession of the Issue Date Easement Air Space, the Grantor will not terminate this Agreement without first giving to the Mortgagee reasonable time within which to obtain possession of the Easement Air Space, including possession by a receiver, or to institute and complete foreclosure proceedings or otherwise acquire Grantee’s interest under this Agreement with diligence and without unreasonable delay. The Grantor agrees that will secure upon acquisition of Grantee’s interest under this Agreement by a Mortgagee and performance by the Notes Obligations Mortgagee of all covenants and constitute Collateral agreements of Grantee, except those which by their nature cannot be performed or cured by any person other than the then Grantee which has defaulted (each, a “Mortgaged PropertyIncurable Defaults”), the Company or the applicable Grantor Grantor’s right to terminate this Agreement shall deliver be waived with respect to the applicable Notes Collateral Agentmatters which have been cured by the Mortgagee and with respect to the Incurable Defaults. Notwithstanding anything to the contrary set forth in this Section 9(c), within 180 days after Mortgagee shall have the Issue Date right, but shall not be obligated, to remedy any Grantee Default under this Agreement. It shall be a condition precedent to any assignment or transfer of this Agreement by foreclosure of any Mortgagee, deed-in-lieu thereof or otherwise to any third-party (unrelated to Mortgagee or any entity or institution comprising Mortgagee) purchaser in any such later date foreclosure proceedings (any such transferee of the Agreement), that upon becoming the Company delivers executed mortgage amendments legal owner and the related deliverables required holder of this Agreement shall execute an agreement pursuant to which such transferee agrees to assume all obligations of Grantee under this Agreement first arising from and after such foreclosure or deed-in-lieu thereof. In the amendment to event of the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, termination of this Agreement prior to the expiration of such 180 day periodits term, will provide Grantor shall serve upon Mortgagee written notice to that the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period Agreement has been extended terminated together with a statement of any and all sums which would at that time be due under this Agreement but for such termination, and of all other defaults, if any, under this Agreement then known to Grantor. Mortgagee shall thereupon have the option to obtain a new easement in accordance with this parenthetical, and will promptly notify upon the Trustee following terms and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided that, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at conditions: Upon the written request of Mortgagee, delivered to Grantor within thirty (30) days after service of such notice that the CompanyAgreement has been terminated to Mortgagee, Grantor shall enter into a new easement for the Easement Air Space with Mortgagee or its designee as follows: Such new easement shall be entered into within thirty (30) days of such Mortgagee’s written request at the sole cost of Mortgagee or such designee, shall be effective as of the date of termination of this Agreement, and shall be for the remainder of the term of this Agreement and upon receipt all the terms, covenants and conditions hereof. Such new easement shall require the grantee to perform any unfulfilled obligation of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent Grantee under this IndentureAgreement which is reasonably susceptible of being performed by such grantee. If this Agreement is (a) rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving Grantee (such proceeding, a “Bankruptcy Proceeding”) or (b) terminated as a result of any Bankruptcy Proceeding and, if within ninety (90) days after such rejection or termination, the Security Documents Mortgagee or its nominee(s) shall request and certify in writing to Grantor that it intends to perform the obligations of Grantee as and to the extent required hereunder, Grantor shall execute and deliver to the Mortgagee or such nominee(s) such new easement which shall be for the balance of the remaining term under the original Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Agreement (except for any requirements which have been fulfilled by Grantee prior to such rejection or termination). The new easement shall be executed by Grantor and the Intercreditor Agreement Mortgagee or its nominee(s) within ninety (90) days after the receipt by Grantor of such written notice. References herein as to this “Agreement” shall be deemed also to refer to such new easement. Any notice or other communication which Grantor shall desire or is required to give to or serve upon Mortgagee shall be in writing and shall be served by either (A) certified mail, or (B) overnight delivery service, including without limitation, FedEx or UPS, in each case addressed to Mortgagee at its address provided to Grantor. The Grantor, acting by and through the City Representative, shall, at the request of the Grantee made from time to time and at any time, enter into a lender’s rights agreement with any Mortgagee identified by the Grantee, which lender’s rights agreement shall be in a form and substance that is reasonably acceptable to Grantor and consistent with the terms and provisions contained in this Section 9. Within twenty (20) days of the Grantee’s request for a lender’s rights agreement pursuant to the release provisions of this Section 9, time being of the essence, the Grantor, acting by and through the City Representative, shall execute and deliver to the Grantee such a lender’s rights agreement benefiting the identified Mortgagee, which executed lender’s rights agreement shall be in a form and substance that are reasonably acceptable to the Grantor and such Mortgagee and that is consistent with, and at the option of such Mortgages have been complied with Mortgagee incorporates, the terms and that it is permitted provisions of this Section 9. Grantee agrees to pay for the Notes Collateral Agent Grantor’s reasonable attorneys’ fees expended in connection with any lender’s rights agreement. Grantor agrees (i) to release negotiate in good faith and execute modifications to this Section 9 and related provisions of this Agreement, which Grantor has accepted in its reasonable discretion, with each Mortgagee (or prospective Mortgagee) in the event that such Mortgages, shall take such actions Mortgagee desires changes to the provisions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredcurrently stated.

Mortgages. Each Franchise Entity shall, within ninety (90) days following the occurrence of a Mortgage Preparation Event with respect to any New Owned Real Property acquired by such Franchise Entity (and to the extent necessary, any Contributed Owned Real Property), execute and deliver to the Trustee, for the benefit of the Secured Parties, a mortgage or deed of trust in substantially the form attached as Exhibit L hereto or otherwise in form reasonably acceptable to the Control Party and the Trustee and suitable for recordation under applicable law with respect to each such Contributed Owned Real Property and each such New Owned Real Property, to be held in escrow by the Trustee or its agent for the benefit of the Secured Parties and recorded by the Trustee or its agent solely upon the occurrence of a Mortgage Recordation Event (subject to Section 3.1(c) hereof). The Company Trustee within five (5) Business Days of receiving direction of the Control Party will use its be required to deliver the Mortgages to the applicable recording office for recordation in the event that any Rapid Amortization Event occurs (or is continuing) on or following the 120th day following the occurrence of a Mortgage Preparation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative). The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering the Mortgages to the applicable Governmental Authority with respect to such Mortgage for recordation. In addition, within twenty (20) Business Days of a Mortgage Recordation Event, the Franchise Entities shall exercise commercially reasonable efforts to complete deliver to the Trustee (i) updates to the Closing Title Reports, (ii) lender’s Title Policies for those properties for which Closing Title Reports were previously obtained, and (iii) local counsel enforceability opinions with respect to the Mortgages delivered on properties in those states where a material amount of Contributed Owned Real Property and New Owned Real Property is located, as reasonably determined by the Securitization Entities. The Trustee shall be reimbursed by the Co-Issuers for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees, all premiums, fees and all other costs (including reasonable attorney’s fees) incurred in connection with delivery of the Title Policies and all fees and costs incurred in connection with local counsel enforceability opinions, pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, the Franchise Entities shall not be required to, and the Trustee may not, record or cause to be completed recorded any Mortgage or cause the issuance of any Title Policy or local counsel enforceability opinion until the occurrence of a Mortgage Recordation Event. Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or prior obligation to inspect, review or examine any such Mortgages or to determine that the Issue Date all filings and other similar actions required same are valid, binding, legally effective, properly endorsed, genuine, enforceable or desirable appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its part behalf shall in connection with any way be liable for any delays in the creationrecordation of any Mortgage, perfection, protection and/or reaffirmation for the rejection of such security interests a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Notes and Trustee, for the Guarantees. In the case of material real property owned by the Company or a Grantor as benefit of the Issue Date that will secure the Notes Obligations and constitute Collateral (eachSecured Parties, a “Mortgaged Property”)legal, the Company or the applicable Grantor shall deliver to the applicable Notes Collateral Agent, within 180 days after the Issue Date (or such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority LienLiens on, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided thatsecurity interests in, the amount of debt secured by Franchise Entities’ right, title and interest in and to each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes ObligationsContributed Owned Real Property and each New Owned Real Property, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at Proceeds thereof. Upon the written request of the Companyapplicable Franchise Entity, and upon receipt at the direction of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenturethe Manager, the Security Documents Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the Intercreditor Agreement escrow agent directly to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredTrustee.

Mortgages. The Company will use Grantee, and its commercially reasonable efforts successors, subtenants and assigns permitted hereunder shall have the right to complete mortgage and pledge its interest in this Agreement (a “Mortgage”) to a lender (a “Mortgagee”), in accordance with and subject to the terms, conditions, requirements and limitations of this Section 9. Grantor and Xxxxxxx expressly intend and agree that the provisions of this Section 9 and such other provisions of this Agreement which, by their terms, are for the benefit of a Mortgagee, are intended for the benefit of and enforceable by such Mortgagee and its respective nominees, designees, successors and assigns. Notwithstanding anything in this Agreement to the contrary, all Mortgages shall be expressly subordinate and subject to the terms, covenants and conditions of this Agreement, and at all times shall be inferior and subject to the prior right, title and interest of Grantor herein. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the fee interest in the Easement Air Space be subordinate to any Mortgage. A notice of each Mortgage shall be delivered to the Grantor specifying the name and address of such Mortgagee to which notices shall be sent. Grantor shall be furnished a copy of each such recorded Mortgage within thirty (30) days of such mortgage being recorded. If Grantee, or Xxxxxxx’s successors or assigns, shall mortgage its rights under this Agreement, then so long as any such Mortgage shall remain unsatisfied of record and Grantee shall have properly delivered notice to Grantor in compliance with Section 9(b) hereof with respect to such Mortgagee, the following provisions shall apply: Grantor, upon serving upon Grantee any notice of any default by Grantee hereunder (a “Grantee Default”) or any other notice under the provisions of this Agreement, shall also serve a copy of such notice upon Mortgagee, and no notice shall be deemed to have been duly given as to the Mortgagee unless and until a copy thereof has been so served upon the Mortgagee. Grantor’s furnishing a copy of such notice to Mortgagee shall not in any way affect or become a condition precedent to the effectiveness of any notice given or served upon Grantee, provided, that Grantor may not terminate this Agreement or exercise any remedies against Grantee without first giving Mortgagee notice and opportunity to cure as provided in this Agreement. Any Mortgagee, in case there shall be a Grantee Default under this Agreement, shall have the right to remedy such Grantee Default (or cause the same to be completed on remedied) within thirty (30) days after notice to Mortgagee of such Grantee Default (which will be after expiration of all Grantee notice and cure periods), provided, however, that if such failure is of such nature that it cannot be corrected within such thirty (30) day period, such failure shall not constitute a Grantee Default so long as (x) curative action reasonably satisfactory to Grantor is instituted within such period and diligently and continuously pursued to completion thereafter, and (y) periodic progress reports thereon are delivered to Grantor, and Grantor shall accept such performance by or prior at the instance of Mortgagee as if the same had been made by Grantee. Any provision of this Agreement to the Issue Date all filings and other similar actions required contrary notwithstanding, no performance by or desirable on its part behalf of a Mortgagee shall cause it to become a “mortgagee in connection with the creation, perfection, protection and/or reaffirmation of such security interests possession” or otherwise cause it to be deemed to be in favor possession of the Notes and Easement Air Space or bound by or liable under this Agreement. The Grantor agrees that, in the Guarantees. In the case event of material real property owned a non-monetary Grantee Default which cannot be cured by the Company or a Grantor as Mortgagee pursuant to paragraph (ii), above, without obtaining possession of the Issue Date Easement Air Space, the Grantor will not terminate this Agreement without first giving to the Mortgagee reasonable time within which to obtain possession of the Easement Air Space, including possession by a receiver, or to institute and complete foreclosure proceedings or otherwise acquire Grantee’s interest under this Agreement with diligence and without unreasonable delay. The Grantor agrees that will secure upon acquisition of Xxxxxxx’s interest under this Agreement by a Mortgagee and performance by the Notes Obligations Mortgagee of all covenants and constitute Collateral agreements of Grantee, except those which by their nature cannot be performed or cured by any person other than the then Grantee which has defaulted (each, a “Mortgaged PropertyIncurable Defaults”), the Company or the applicable Grantor Grantor’s right to terminate this Agreement shall deliver be waived with respect to the applicable Notes Collateral Agentmatters which have been cured by the Mortgagee and with respect to the Incurable Defaults. Notwithstanding anything to the contrary set forth in this Section 9(c), within 180 days after Mortgagee shall have the Issue Date right, but shall not be obligated, to remedy any Grantee Default under this Agreement. It shall be a condition precedent to any assignment or transfer of this Agreement by foreclosure of any Mortgagee, deed-in-lieu thereof or otherwise to any third-party (unrelated to Mortgagee or any entity or institution comprising Mortgagee) purchaser in any such later date foreclosure proceedings (any such transferee of the Agreement), that upon becoming the Company delivers executed mortgage amendments legal owner and the related deliverables required holder of this Agreement shall execute an agreement pursuant to which such transferee agrees to assume all obligations of Grantee under this Agreement first arising from and after such foreclosure or deed-in-lieu thereof. In the amendment to event of the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, termination of this Agreement prior to the expiration of such 180 day periodits term, will provide Grantor shall serve upon Mortgagee written notice to that the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period Agreement has been extended terminated together with a statement of any and all sums which would at that time be due under this Agreement but for such termination, and of all other defaults, if any, under this Agreement then known to Grantor. Mortgagee shall thereupon have the option to obtain a new easement in accordance with this parenthetical, and will promptly notify upon the Trustee following terms and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided that, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at conditions: Upon the written request of Mortgagee, delivered to Grantor within thirty (30) days after service of such notice that the CompanyAgreement has been terminated to Mortgagee, Grantor shall enter into a new easement for the Easement Air Space with Mortgagee or its designee as follows: Such new easement shall be entered into within thirty (30) days of such Mortgagee’s written request at the sole cost of Mortgagee or such designee, shall be effective as of the date of termination of this Agreement, and shall be for the remainder of the term of this Agreement and upon receipt all the terms, covenants and conditions hereof. Such new easement shall require the grantee to perform any unfulfilled obligation of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent Grantee under this IndentureAgreement which is reasonably susceptible of being performed by such grantee. If this Agreement is (a) rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving Grantee (such proceeding, a “Bankruptcy Proceeding”) or (b) terminated as a result of any Bankruptcy Proceeding and, if within ninety (90) days after such rejection or termination, the Security Documents Mortgagee or its nominee(s) shall request and certify in writing to Grantor that it intends to perform the obligations of Grantee as and to the extent required hereunder, Grantor shall execute and deliver to the Mortgagee or such nominee(s) such new easement which shall be for the balance of the remaining term under the original Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Agreement (except for any requirements which have been fulfilled by Grantee prior to such rejection or termination). The new easement shall be executed by Xxxxxxx and the Intercreditor Agreement Mortgagee or its nominee(s) within ninety (90) days after the receipt by Grantor of such written notice. References herein as to this “Agreement” shall be deemed also to refer to such new easement. Any notice or other communication which Grantor shall desire or is required to give to or serve upon Mortgagee shall be in writing and shall be served by either (A) certified mail, or (B) overnight delivery service, including without limitation, FedEx or UPS, in each case addressed to Mortgagee at its address provided to Grantor. The Grantor, acting by and through the City Representative, shall, at the request of the Grantee made from time to time and at any time, enter into a lender’s rights agreement with any Mortgagee identified by the Grantee, which lender’s rights agreement shall be in a form and substance that is reasonably acceptable to Grantor and consistent with the terms and provisions contained in this Section 9. Within twenty (20) days of the Grantee’s request for a lender’s rights agreement pursuant to the release provisions of this Section 9, time being of the essence, the Grantor, acting by and through the City Representative, shall execute and deliver to the Grantee such a lender’s rights agreement benefiting the identified Mortgagee, which executed lender’s rights agreement shall be in a form and substance that are reasonably acceptable to the Grantor and such Mortgagee and that is consistent with, and at the option of such Mortgages have been complied with Mortgagee incorporates, the terms and that it is permitted provisions of this Section 9. Xxxxxxx agrees to pay for the Notes Collateral Agent Grantor’s reasonable attorneys’ fees expended in connection with any lender’s rights agreement. Grantor agrees (i) to release negotiate in good faith and execute modifications to this Section 9 and related provisions of this Agreement, which Grantor has accepted in its reasonable discretion, with each Mortgagee (or prospective Mortgagee) in the event that such Mortgages, shall take such actions Mortgagee desires changes to the provisions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredcurrently stated.

Mortgages. The Company will use its commercially reasonable efforts This Lease shall be subordinate to complete any deed of trust, mortgage, or cause to be completed on other security instrument (a "MORTGAGE"), or prior to the Issue Date any ground lease, master lease, or primary lease (a "PRIMARY LEASE"), that now or hereafter covers all filings and other similar actions required or desirable on its any part in connection with the creation, perfection, protection and/or reaffirmation of such security interests in favor of the Notes and Premises (the Guaranteesmortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "LANDLORD'S MORTGAGE"). In the case of material real property owned by the Company or However, as a Grantor as of the Issue Date that will secure the Notes Obligations and constitute Collateral (each, a “Mortgaged Property”)condition to such subordination, the Company or the applicable Grantor shall Landlord's Mortgagee must execute, acknowledge, and deliver to the applicable Notes Collateral AgentTenant a subordination, within 180 days after the Issue Date (or such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parentheticalnon-disturbance, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, attornment agreement in the place necessarysame form as EXHIBIT E hereto (which may have non-substantive changes thereto to reflect changes in factual matters) or, to create a valid and enforceable first priority Lienat Landlord's option, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s title policy in another form whose form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided that, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed are acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit AgreementTenant (an "SNDA"), Tenant shall execute, acknowledge, and deliver an SNDA within ten days after Landlord's request therefor. Notwithstanding the foregoingsubordination provided herein, each any Landlord's Mortgagee may subordinate its Mortgage will cease or Primary Lease (as the case may be) to secure this Lease. Tenant shall execute such documentation as the Notes Obligations Landlord's Mortgagee may reasonably request evidencing the subordination of this Lease to such Landlord's Mortgagee's Mortgage or Primary Lease or, if the real property subject Landlord's Mortgagee so elects, the subordination of such Landlord's Mortgagee's Mortgage or Primary Lease to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, this Lease. If at the written request closing of Landlord's acquisition of the CompanyPremises ("CLOSING"), an SNDA has not deposited into escrow, whose delivery is subject only to the consummation of the Closing, then either Landlord or Tenant may terminate this Lease before Closing occurs. Landlord represents and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating warrants that all conditions precedent under this Indentureafter giving effect to Closing, the Security Documents only Mortgage on the Premises will be held by Principal Commercial Advisors, Inc. and there will be no Primary Lease affecting the Intercreditor Agreement to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredPremises.

Mortgages. The Company will use its commercially reasonable efforts Landlord agrees to complete or cause to be completed on or prior to the Issue Date all filings and other similar actions required or desirable on its part in connection with the creation, perfection, protection and/or reaffirmation of such security interests in favor of the Notes and the Guarantees. In the case of material real property owned by the Company or a Grantor as of the Issue Date that will secure the Notes Obligations and constitute Collateral (each, a “Mortgaged Property”), the Company or the applicable Grantor shall deliver to the applicable Notes Collateral Agent, within 180 days after the Issue Date (or such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the CompanyTenant, prior to the expiration Commencement Date, an SNDA (as hereafter defined) for any mortgage and deed of trust constituting a lien on the Premises as of the Commencement Date. Subject to receipt of an SNDA therefor, Tenant accepts this Lease subject and subordinate to any existing or future mortgage and/or deed of trust constituting a lien on the Premises; provided, however, if the mortgagee, trustee or holder of any such 180 day periodmortgage or deed of trust (“Mortgage Holder”) elects to have Tenant’s interest in this Lease superior to any such instrument, will provide written then by notice to the Trustee and the applicable Notes Collateral AgentTenant from such Mortgage Holder, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided that, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 Lease shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject superior to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agentlien, at the written request whether this Lease was executed before or after said mortgage or deed of the Companytrust. Tenant, and upon receipt of an Officers’ Certificate executed SNDA from any such Mortgage Holder, agrees to execute any instruments, releases or other documents that may be required by such Mortgage Holder for the purpose of subjecting and an Opinion subordinating this Lease to the lien of Counsel each stating that all conditions precedent under any such Mortgage Holder. Tenant shall not terminate this IndentureLease or pursue any other remedy available to Tenant hereunder for any default on the part of Landlord without first giving written notice by certified or registered mail, return receipt requested, to any Mortgage Holder, the Security Documents name and address of which Tenant has received written notice, specifying the Intercreditor Agreement default in reasonable detail and affording such Mortgage Holder a reasonable opportunity (but in no event less than thirty (30) days) to cure Landlord’s default, at its election, for and on behalf of Landlord. The term “SNDA” shall mean and refer to a subordination and non-disturbance agreement, in written and recordable form reasonably acceptable to Tenant, which states that, so long as Tenant is not in default of its obligations hereunder. Tenant’s right to use and possess the Premises for the purposes and subject to the release terms and provisions of this Lease shall not be disturbed should the Mortgage Holder succeed to Landlord’s interest in the Premises by foreclosure of the lien or security interest held by the Mortgage Holder executing such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent to release such Mortgagesagreement, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredor otherwise.

Mortgages. The Company will use its commercially reasonable efforts With respect to complete each Existing Owned Property, ADR or cause to be completed on or prior to the Issue Date all filings and other similar actions required or desirable on its part in connection with the creationSRI Real Estate Assets Holder, perfection, protection and/or reaffirmation of such security interests in favor of the Notes and the Guarantees. In as the case of material real property owned by the Company or a Grantor as of the Issue Date that will secure the Notes Obligations and constitute Collateral (eachmay be, a “Mortgaged Property”), the Company or the applicable Grantor shall deliver to the applicable Notes Collateral Agenthave, within 180 ninety (90) days after the Issue Date (or such later date that the Company delivers of Closing, executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue DateTrustee, in the place necessary, to create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; , a Mortgage in a form suitable for recordation under applicable law (Cincluding an Assignment of Rents) American Land Title Association with respect to each such Existing Owned Property to be held in escrow by the Trustee or other mortgagee’s title policy its agent and recorded by the Trustee or its agent solely upon the occurrence of a Mortgage Recordation Event. With respect to each New Owned Property, ADR or the SRI Real Estate Assets Holder, as the case may be, shall execute and deliver promptly to the Trustee, for the benefit of the Secured Parties, a Mortgage (which shall include an Assignment of Rents with respect to any lease of such New Owned Property whether pursuant to a Company-owned Drive-In Master Lease, a Post-Securitization Franchise Drive-In Lease or otherwise) with respect to each such New Owned Property upon the purchase of such New Owned Property to be held in form escrow by the Trustee or its agent and substance reasonably satisfactory recorded by the Trustee or its agent solely upon the occurrence of a Mortgage Recordation Event. In connection with any Company-owned Drive-In Master Lease or any Post-Securitization Franchise Drive-In Lease, upon the request of ADR or the SRI Real Estate Assets Holder, as the case may be, prior to the recording of any mortgage following the occurrence of a Mortgage Recordation Event, the Trustee will enter into a Subordination, Nondisturbance and Attornment Agreement with ADR or the SRI Real Estate Assets Holder, as the case may be, and the tenant of such Notes Collateral Agent; and (D) an opinion of counsel Company-owned Drive-In Master Lease or Post- Securitization Franchise Drive-In Lease, in the state form attached as Exhibit F, so long as such Subordination, Non-Disturbance and Attornment Agreement does not impose or purport to impose obligations or liabilities upon the Trustee or the Secured Parties. Upon the request of ADR or the SRI Real Estate Assets Holder, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in which such parcel escrow pending a closing of real property is locateda sale of any Owned Property; provided thatthat if such closing shall not occur, the amount such release of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than returned by the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable escrow agent directly to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at the written request of the Company, and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreement to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredTrustee.

Mortgages. Each Franchise Entity shall, within one hundred and eighty (180) days after the Closing Date with respect to each Contributed Owned Real Property owned by such Franchise Entity and within one hundred and twenty (120) days after the acquisition of any New Owned Real Property acquired by such Franchise Entity on or after the Closing Date, execute and deliver to the Trustee, for the benefit of the Secured Parties, a mortgage or deed of trust in substantially the form attached as Exhibit L hereto or otherwise in form reasonably acceptable to the Control Party and the Trustee and suitable for recordation under applicable law with respect to each such Contributed Owned Real Property and each such New Owned Real Property, to be held in escrow by the Trustee or its agent and recorded by the Trustee or its agent solely upon the occurrence of a Mortgage Recordation Event (subject to Section 3.1(c) hereof). Upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative), the Trustee or its agent shall, at the direction of the Control Party, record promptly within twenty (20) Business Days of the occurrence of such Mortgage Recordation Event all such Mortgages with the applicable Governmental Authority. The Company will use its Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering the Mortgages to the applicable Governmental Authority with respect to such Mortgage for recordation. In addition, within twenty (20) Business Days of a Mortgage Recordation Event, the Franchise Entities shall exercise commercially reasonable efforts to complete deliver to the Trustee (i) updates to the Closing Title Reports, (ii) lender’s Title Policies for those properties for which Closing Title Reports were previously obtained, and (iii) local counsel enforceability opinions with respect to the Mortgages delivered on properties in those states where a material amount of Contributed Owned Real Property and New Owned Real Property is located, as reasonably determined by the Securitization Entities. The Trustee shall be reimbursed by the Co-Issuers for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees, all premiums, fees and all other costs (including reasonable attorney’s fees) incurred in connection with delivery of the Title Policies and all fees and costs incurred in connection with local counsel enforceability opinions, pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, the Franchise Entities shall not be required to, and the Trustee may not, record or cause to be completed recorded any Mortgage or cause the issuance of any Title Policy or local counsel enforceability opinion until the occurrence of a Mortgage Recordation Event. Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or prior obligation to inspect, review or examine any such Mortgages or to determine that the Issue Date all filings and other similar actions required same are valid, binding, legally effective, properly endorsed, genuine, enforceable or desirable appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its part behalf shall in connection with any way be liable for any delays in the creationrecordation of any Mortgage, perfection, protection and/or reaffirmation for the rejection of such security interests a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Notes and Trustee, for the Guarantees. In the case of material real property owned by the Company or a Grantor as benefit of the Issue Date that will secure the Notes Obligations and constitute Collateral (eachSecured Parties, a “Mortgaged Property”)legal, the Company or the applicable Grantor shall deliver to the applicable Notes Collateral Agent, within 180 days after the Issue Date (or such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority LienLiens on, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided thatsecurity interests in, the amount of debt secured by Franchise Entities’ right, title and interest in and to each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes ObligationsContributed Owned Real Property and each New Owned Real Property, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at Proceeds thereof. Upon the written request of the Companyapplicable Franchise Entity, and upon receipt at the direction of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenturethe Manager, the Security Documents Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Contributed Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the Intercreditor Agreement escrow agent directly to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredTrustee.

Mortgages. The Company will use its commercially reasonable efforts to complete or cause to be completed on On or prior to the Issue Date all filings and other similar actions required date that is 120 days after the Closing Date, or desirable on such later date as agreed to by the Administrative Agent in its part reasonable discretion, the Administrative Agent shall have received (i) counterparts of a mortgage, in connection a form reasonably acceptable to the Administrative Agent as negotiated with the creationapplicable Loan Party in good faith, perfectionincluding only such warranties, protection and/or reaffirmation of such security interests representations, covenants and conditions as are consistent with those contained in favor the Credit Agreement and that do not increase the obligations or decrease the rights of the Notes and applicable Loan Party under this Credit Agreement, encumbering the Guarantees. In Headquarters (the case of material real property owned by the Company or a Grantor as of the Issue Date that will secure the Notes Obligations and constitute Collateral (each, a “Mortgaged Property”) duly executed and delivered by the applicable Loan Party that is the owner or holders of any interest in such Mortgaged Property, (ii) a completed Life-of-Loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower), the Company or the applicable Grantor shall deliver to the applicable Notes Collateral Agent, within 180 days after the Issue Date (iii) a policy of title insurance (or marked unconditional commitment to issue such later date that policy) in an amount equal to not less than 100% of the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration Fair Market Value of such 180 day periodMortgaged Property, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) issued by a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate nationally recognized title insurance company for recording promptly following insuring the Issue Date, in Lien of the place necessary, to create mortgage as a valid and enforceable first priority LienLien on the Mortgaged Property described therein, free of any other Liens except and subject to the Intercreditor Agreements and Permitted Liens, together with such customary endorsements (excluding any zoning endorsement provided Borrower provides a zoning opinion of counsel or a zoning report issued by a national zoning report provider), coinsurance and reinsurance to the extent available in favor the applicable jurisdiction at commercially reasonable rates (and containing no general exception for mechanic’s liens), (iv) such owner’s affidavit and so-called “gap” indemnification as are customarily requested by the title insurance company to induce the title company to issue the title policy and endorsements contemplated above, (v) evidence of such Notes Collateral Agent payment by the Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the benefit recording of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s mortgage and issuance of the title policy referred to above, except for Permitted Liens, (vi) a survey of the Mortgaged Property in such form as shall be required by the title company to issue the so-called comprehensive and substance other survey-related endorsements and to remove the standard survey exceptions from the title policy and endorsements contemplated above (provided, however, that a survey shall not be required to the extent that the issuer of the applicable title insurance policy provides reasonable and customary survey-related coverages (including, without limitation, survey-related endorsements) in the applicable title insurance policy based on an existing survey and/or such other documentation as may be reasonably satisfactory to the title insurer), (vii) such Notes Collateral Agent; legal opinions as are customarily delivered with respect to the mortgage, comprising (x) opinions as to the due authorization, execution and delivery of the mortgage by the relevant Loan Party and (Dy) an opinion customary opinions of local counsel for such Loan Party in the state in which such parcel of real property Mortgaged Property is located; provided that, with respect to the enforceability of the mortgage, expressly excluding any opinion as to matters concerning usury, priority, the amount state of debt secured by each Mortgage in title, or any state that imposes a mortgage tax shall be reasonably limited to an amount not more than personal property. Execution Version EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the sum “Assignment and Assumption”) is dated as of the Notes Obligations, Existing Secured Notes Obligations Effective Date set forth below and outstanding Bank Indebtedness so as is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are them in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under identified below (as amended, the analogous provision “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement. Notwithstanding , as of the Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, each Mortgage will cease including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to secure the Notes Obligations if rights and obligations sold and assigned pursuant to clause (i) above (the real property subject rights and obligations sold and assigned pursuant to such Mortgage no longer secures any Senior Secured Debt clauses (other than the Notesi) and (ii) above being referred to herein collectively as the applicable Notes Collateral Agent, at the written request of the Company, “Assigned Interest”). Such sale and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreement assignment is without recourse to the release of such Mortgages have been complied with Assignor and, except as expressly provided in this Assignment and that it is permitted for Assumption, without representation or warranty by the Notes Collateral Agent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredAssignor.

Mortgages. Each Real Estate Holder shall, within one hundred and eighty (180) days after the Closing Date with respect to each Existing Owned Real Property owned by such Real Estate Holder and within one hundred and twenty (120) days after the acquisition of any New Owned Real Property acquired by such Real Estate Holder on or after the Closing Date, execute and deliver to the Trustee, for the benefit of the Secured Parties, a mortgage or deed of trust in substantially the form attached as Exhibit L hereto or otherwise in form reasonably acceptable to the Control Party and the Trustee and suitable for recordation under applicable law with respect to each such Existing Owned Real Property and each such New Owned Real Property, to be held in escrow by the Trustee or its agent and recorded by the Trustee or its agent solely upon the occurrence of a Mortgage Recordation Event (subject to Section 3.1(c) hereof). Upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative), the Trustee or its agent shall, at the direction of the Control Party, record promptly within twenty (20) Business Days of the occurrence of such Mortgage Recordation Event all such Mortgages with the applicable Governmental Authority. The Company will use its commercially Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering the Mortgages to the applicable Governmental Authority with respect to such Mortgage for recordation and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable efforts costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to complete and in accordance with the Priority of Payments. For the avoidance of doubt, the Real Estate Holders shall not be required to, and the Trustee may not, record or cause to be completed recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or prior obligation to inspect, review or examine any such Mortgages or to determine that the Issue Date all filings and other similar actions required same are valid, binding, legally effective, properly endorsed, genuine, enforceable or desirable appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its part behalf shall in connection with any way be liable for any delays in the creationrecordation of any Mortgage, perfection, protection and/or reaffirmation for the rejection of such security interests a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Notes and Trustee, for the Guarantees. In the case of material real property owned by the Company or a Grantor as benefit of the Issue Date that will secure the Notes Obligations and constitute Collateral (eachSecured Parties, a “Mortgaged Property”)legal, the Company or the applicable Grantor shall deliver to the applicable Notes Collateral Agent, within 180 days after the Issue Date (or such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority Lien, Liens on (subject to the Intercreditor Agreements and Permitted Liens), in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided thatsecurity interests in, the amount of debt secured by Real Estate Holders’ right, title and interest in and to each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes ObligationsExisting Owned Real Property and each New Owned Real Property, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at Proceeds thereof. Upon the written request of the Companyapplicable Real Estate Holder, and upon receipt at the direction of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenturethe Manager, the Security Documents Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Existing Owned Real Property or any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the Intercreditor Agreement escrow agent directly to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredTrustee.

Mortgages. The Company will use its commercially reasonable efforts This Lease is subject and subordinate to complete all ground or cause underlying leases and to be completed on any mortgage, deed of trust, security interest, or prior title retention interest affecting the Land, Building or Project (the "Mortgage") and to the Issue Date all filings renewals, modifications, consolidations, replacements and extensions thereof; provided that as a condition to such subordination to a Mortgage, Tenant shall receive (and agrees to execute) a non-disturbance agreement reasonably acceptable to Tenant which shall provide, among other similar actions required or desirable on its part things, that in connection with the creation, perfection, protection and/or reaffirmation of such security interests in favor no event shall Tenant's possession of the Notes Premises or any of its rights and privileges hereunder be disturbed or interfered with by such Mortgagee or purchaser upon foreclosure as long as Tenant is not in Default under the Guaranteesterms of this Lease and agrees to attorn to such Mortgagee or purchaser when requested to do so by such party. In the case of material real property owned by the Company or a Grantor as of the Issue Date that will secure the Notes Obligations and constitute Collateral (eachThis subordination shall be self-operative; however, a “Mortgaged Property”)in confirmation thereof, the Company or the applicable Grantor shall deliver to the applicable Notes Collateral AgentTenant shall, within 180 ten (10) days after the Issue Date (receipt thereof, execute any instrument reasonably acceptable to Tenant that Landlord or such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration any holder of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) any note or obligation secured by a Mortgage on (the "Mortgagee") may request confirming such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided that, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreementsubordination. Notwithstanding the foregoing, each before any foreclosure sale under a Mortgage, the Mortgagee shall have the right to subordinate the Mortgage will cease to secure this Lease, and, in the Notes Obligations if event of a foreclosure, this Lease may continue in full force and effect and Tenant shall attorn to and recognize as its landlord the real property subject purchaser of Landlord's interest under this Lease. Tenant shall, upon the request of a Mortgagee or purchaser at foreclosure, execute, acknowledge and deliver any instrument reasonably acceptable to Tenant that has for its purpose and effect the subordination of the lien of any Mortgage to this Lease or Tenant's attornment to such Mortgage no longer secures any Senior Secured Debt purchaser. Landlord shall obtain and deliver to Tenant a subordination, non-disturbance and attornment agreement executed by the current Mortgagee in the form attached hereto as Exhibit F on or before thirty (other than 30) days after the Notes) date of final execution and delivery of this Lease. In the applicable Notes Collateral Agent, at event that Landlord fails to obtain and deliver such document to Tenant on or before the written request of the Company, and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreement to the release expiration of such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent thirty-day period, then Tenant shall be entitled to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredterminate this Lease.

Mortgages. Upon the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Securitized Owned Real Property; provided that the Control Party shall have the right to waive, delay or modify such requirement to prepare fully executed Mortgages without the consent of any other party. Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.01(c)). Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Company will use its commercially Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation. The Trustee shall be reimbursed by the Master Issuer for any and all reasonable efforts costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to complete and in accordance with the Priority of Payments. For the avoidance of doubt, JIB Properties shall not be required to, and the Trustee may not, record or cause to be completed recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative). Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or prior obligation to inspect, review or examine any such Mortgages or to determine that the Issue Date all filings and other similar actions required same are valid, binding, legally effective, properly endorsed, genuine, enforceable or desirable appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its behalf shall in any way be liable in the absence of any gross negligence, bad faith or willful misconduct on its part for any delays in connection with the creationrecordation of any Mortgage, perfection, protection and/or reaffirmation for the rejection of such security interests a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Notes and Trustee, for the Guarantees. In the case of material real property owned by the Company or a Grantor as benefit of the Issue Date that will secure the Notes Obligations and constitute Collateral (eachSecured Parties, a “Mortgaged Property”)legal, the Company or the applicable Grantor shall deliver to the applicable Notes Collateral Agent, within 180 days after the Issue Date (or such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority Lien, Liens on (subject to the Intercreditor Agreements and Permitted Liens), and security interests in, JIB Properties’ right, title and interest in favor and to each Securitized Owned Real Property and the Proceeds thereof. Upon the request of such Notes Collateral Agent for JIB Properties, and at the benefit direction of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s title policy Manager, the Trustee shall execute and deliver a release of mortgage to be held in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion escrow pending a closing of counsel in the state in which such parcel a sale of real property is locatedany Securitized Owned Real Property; provided thatthat if such closing shall not occur, the amount such release of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than returned by the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable escrow agent directly to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at the written request of the Company, and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreement to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredTrustee.

Mortgages. The Company will use its commercially reasonable efforts to complete or Borrower shall cause to be completed on or prior to the Issue Date all filings and other similar actions required or desirable on its part in connection with the creation, perfection, protection and/or reaffirmation of such security interests in favor of the Notes and the Guarantees. In the case of material real property owned by the Company or a Grantor as of the Issue Date that will secure the Notes Obligations and constitute Collateral (each, a “Mortgaged Property”), the Company or the applicable Grantor shall Pledged Collateral LLCs to execute and deliver to the applicable Notes Collateral AgentTrustee, within 180 not later than 90 days after the Issue Date (or Closing Date, Mortgages with respect to real properties that constitute Credit Tenant Lease Assets owned by such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Pledged Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart LLCs comprising not less than 50% of the Borrowing Base Value of all Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is locatedEligible Assets; provided that, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax (i) Mortgages shall not be reasonably limited to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under with respect to any Mortgage-Exempt Asset, (ii) the Mortgaged Properties, at any time, shall be comprised of the highest ranked Mortgage-Eligible Assets from the Pledged Collateral List in effect at the time of the delivery of the Mortgage in respect of each Mortgaged Property (it being understood that no Mortgage will be required to be delivered solely because of a re-ranking of the Listed Eligible Assets and/or the Pledged Collateral List), and (iii) each Mortgage required to be delivered pursuant to this Section 12.05 2.18 shall secure 50% of the undepreciated book value of the applicable Credit Tenant Lease Asset (reflecting any impairment taken by the applicable Collateral LLC but without adding back any depreciation before the most recent such impairment) at the time such Mortgage is entered in to. Following the date that is 90 days after the Closing Date, the Borrower shall cause Mortgages in compliance with this Section 2.18 to be delivered as necessary so that at all times the Mortgaged Properties shall comprise not less than 50% of the Borrowing Base Value of all Mortgage-Eligible Assets. Notwithstanding anything to the contrary in this Section 2.18, neither the Borrower nor any Grantor shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at the written request of the Company, and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreement to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requireddeliver environmental reports, third-party reports, appraisals, surveys, title insurance policies, tract searches or legal opinions in respect of any Mortgaged Property or Mortgage thereon.

Mortgages. The Company will use its commercially reasonable efforts Upon Collateral Agent’s request,No later than (x) the Fifth Amendment Effective Date, with respect to complete the AFI Australia Mortgaged Property, and (y) the Fifth Amendment Mortgage Outside Date with respect to the Fifth Amendment Mortgaged Property, the Loan Parties shall execute, or cause to be completed on or prior executed, and delivered a Mortgage pursuant to which the applicable Loan Party shall grant second priority (subject only to the Issue Date all filings and other similar actions required or desirable on its part in connection with the creation, perfection, protection and/or reaffirmation of such security interests in favor of the Notes and the Guarantees. In the case of material real property owned by the Company or a Grantor as of the Issue Date that will secure the Notes Obligations and constitute Collateral (each, a “Mortgaged Property”), the Company or the applicable Grantor shall deliver Term Loan Agent’s Liens) Liens to the applicable Notes Collateral Agent, within 180 days after the Issue Date (or such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; , in the AFI Australia Real Property now or hereafter owned by each Loan Party, andand the Fifth Amendment Mortgaged Property, and, if requested by the Collateral Agent, each of the other Mortgaged Property Support Documents, which Mortgages and other Mortgaged Property Support Documents (Csubject to the limitations expressly provided in the definition thereof) American Land Title Association shall not be required to be delivered prior to the date required by the last sentence of this clause (d). If at any time after the Fifth Amendment Effective Date any Loan Party shall acquire at any time or times hereafter any fee simple interest in other mortgagee’s title policy Real Property that becomes Term Loan Priority Collateral subject to a mortgage in favor of the Term Loan Agent and/or Term Loan Lenders, such Loan Party agrees promptly to execute and deliver to the Collateral Agent, for its benefit and the benefit of the Lenders, as additional security and Collateral for the Obligations, a Mortgage in form and substance reasonably satisfactory to the Collateral Agent covering such Notes Collateral Agent; and Real Property. All Mortgages shall be duly recorded (Dat Borrower’s expense) an opinion of counsel in each office where such recording is required to constitute a valid Lien on the state in which such parcel of real property is located; provided thatReal Property covered thereby. In respect to any Mortgage, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax Loan Parties shall be reasonably limited to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable deliver to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at Borrowers’ expense, all Mortgaged Property Support Documents requested by the written request of Collateral Agent. Without limiting the Companyforegoing, no Real Property shall be Mortgaged Property or otherwise be taken as Collateral unless Lenders receive forty-five (45) days advance notice and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreement Lender confirms to the release of such Mortgages have been complied with and Administrative Agent that it is permitted for has completed all flood due diligence, received copies of all flood insurance documentation and confirmed flood insurance compliance as required by the Notes Collateral Agent Flood Laws or as otherwise satisfactory to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredLender.

Mortgages. Each Franchise Entity shall, within ninety (90) days following the occurrence of a Mortgage Preparation Event with respect to any New Owned Real Property acquired by such Franchise Entity, execute and deliver to the Control Party (with a copy to the Trustee), for the benefit of the Secured Parties, a mortgage or deed of trust in form reasonably acceptable to the Issuer, the Control Party and the Trustee and suitable for recordation under applicable law with respect to each such New Owned Real Property, to be held in escrow by the Control Party or its agent for the benefit of the Secured Parties and recorded by the Control Party or its agent solely upon the occurrence of a Mortgage Recordation Event (subject to Section 3.1(c) hereof). The Company Control Party within five (5) Business Days of receiving direction of the Controlling Class Representative will use its be required to deliver the Mortgages to the applicable recording office for recordation in the event that any Rapid Amortization Event occurs (or is continuing) on or following the 120th day following the occurrence of a Mortgage Preparation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative). The Control Party may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering the Mortgages to the applicable Governmental Authority with respect to such Mortgage for recordation. In addition, within twenty (20) Business Days of a Mortgage Recordation Event (or such additional time as my be required if the Franchise Entities are pursuing such items with commercially reasonable efforts), the Franchise Entities shall exercise commercially reasonable efforts to complete deliver to the Control Party and the Trustee (i) updates to the Closing Title Reports, (ii) lender’s Title Policies for those properties for which Closing Title Reports were previously obtained, and (iii) local counsel enforceability opinions with respect to the Mortgages delivered on properties in those states where a material amount of New Owned Real Property is located, as reasonably determined by the Securitization Entities. The Control Party shall be reimbursed by the Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees, all premiums, fees and all other costs (including reasonable attorney’s fees) incurred in connection with delivery of the Title Policies and all fees and costs incurred in connection with local counsel enforceability opinions, pursuant to and in accordance with the Priority of Payments. For the avoidance of doubt, the Franchise Entities shall not be required to, and the Control Party may not, record or cause to be completed recorded any Mortgage or cause the issuance of any Title Policy or local counsel enforceability opinion until the occurrence of a Mortgage Recordation Event. Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or prior obligation to inspect, review or examine any such Mortgages or to determine that the Issue Date all filings and other similar actions required same are valid, binding, legally effective, properly endorsed, genuine, enforceable or desirable appropriate for the represented purpose or that they are in recordable form. Neither the Trustee nor any agent on its part behalf shall in connection with any way be liable for any delays in the creationrecordation of any Mortgage, perfection, protection and/or reaffirmation for the rejection of such security interests a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Notes and Trustee, for the Guarantees. In the case of material real property owned by the Company or a Grantor as benefit of the Issue Date that will secure the Notes Obligations and constitute Collateral (eachSecured Parties, a “Mortgaged Property”)legal, the Company or the applicable Grantor shall deliver to the applicable Notes Collateral Agent, within 180 days after the Issue Date (or such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority LienLiens on, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; (C) American Land Title Association or other mortgagee’s title policy in form and substance reasonably satisfactory to such Notes Collateral Agent; and (D) an opinion of counsel in the state in which such parcel of real property is located; provided thatsecurity interests in, the amount of debt secured by Franchise Entities’ right, title and interest in and to each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Notes ObligationsNew Owned Real Property, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at Proceeds thereof. Upon the written request of the Companyapplicable Franchise Entity, and upon receipt at the direction of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenturethe Manager, the Security Documents Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any New Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the Intercreditor Agreement escrow agent directly to the release of such Mortgages have been complied with and that it is permitted for the Notes Collateral Agent to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredTrustee.

Mortgages. The Company will use its commercially reasonable efforts to complete In the event that the Loan Parties have not completed the Disposition of the Specified Real Estate by September 30, 2020Upon Collateral Agent’s request, the Loan Parties shall promptly execute, or cause to be completed on or prior executed, and delivered a Mortgage pursuant to which the applicable Loan Party shall grant firstsecond priority (subject only to the Issue Date all filings and other similar actions required or desirable on its part in connection with the creation, perfection, protection and/or reaffirmation of such security interests in favor of the Notes and the Guarantees. In the case of material real property owned by the Company or a Grantor as of the Issue Date that will secure the Notes Obligations and constitute Collateral (each, a “Mortgaged Property”), the Company or the applicable Grantor shall deliver Term Loan Agent’s Liens) Liens to the applicable Notes Collateral Agent, within 180 days after the Issue Date (or such later date that the Company delivers executed mortgage amendments and the related deliverables required pursuant to the amendment to the Credit Facilities to be entered into in connection with the Transactions, in which case the Company, prior to the expiration of such 180 day period, will provide written notice to the Trustee and the applicable Notes Collateral Agent, upon which notice the Trustee and the applicable Notes Collateral Agent may conclusively rely, that such 180 day period has been extended in accordance with this parenthetical, and will promptly notify the Trustee and the applicable Notes Collateral Agent in writing of such later date when such date is known): (A) a Mortgage on such property; (B) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title insurance company for recording promptly following the Issue Date, in the place necessary, to create a valid and enforceable first priority Lien, subject to the Intercreditor Agreements and Permitted Liens, in favor of such Notes Collateral Agent for the benefit of the Indenture Secured Parties; , in the Specified Real EstateProperty now or hereafter owned by each Loan Party, and each of the other Mortgaged Property Support Documents, which Mortgages and other Mortgaged Property Support Documents shall not be required to be delivered prior to the date required by the last sentence of this clause (C) American Land Title Association d). If any Loan Party shall acquire at any time or times hereafter any fee simple interest in other mortgagee’s title policy Real Property, such Loan Party agrees promptly to execute and deliver to Collateral Agent, for its benefit and the benefit of the Lenders, as additional security and Collateral for the Obligations, a Mortgage in form and substance reasonably satisfactory to Collateral Agent covering such Notes Collateral Agent; and Real Property. All Mortgages shall be duly recorded (Dat Borrower’s expense) an opinion of counsel in each office where such recording is required to constitute a valid Lien on the state in which such parcel of real property is located; provided thatReal Property covered thereby. In respect to any Mortgage, the amount of debt secured by each Mortgage in any state that imposes a mortgage tax Loan Parties shall be reasonably limited deliver to an amount not more than the sum of the Notes Obligations, Existing Secured Notes Obligations and outstanding Bank Indebtedness so as to avoid multiple mortgage tax assessments; provided further, documents required to be delivered under this Section 12.05 shall be deemed acceptable to the applicable Notes Collateral Agent if such documents are in the substantially same form as those documents delivered to the Credit Agreement Collateral Agent under the analogous provision of the Credit Agreement. Notwithstanding the foregoing, each Mortgage will cease to secure the Notes Obligations if the real property subject to such Mortgage no longer secures any Senior Secured Debt (other than the Notes) and the applicable Notes Collateral Agent, at Borrowers’ expense, all Mortgaged Property Support Documents. Without limiting the written request of the Companyforegoing, no Real Property shall be Mortgaged Property or otherwise be taken as Collateral unless Lenders receive forty-five (45) days advance notice and upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreement Lender confirms to the release of such Mortgages have been complied with and Administrative Agent that it is permitted for has completed all flood due diligence, received copies of all flood insurance documentation and confirmed flood insurance compliance as required by the Notes Collateral Agent Flood Laws or as otherwise satisfactory to release such Mortgages, shall take such actions as reasonably required to release such Mortgages at such time as such Mortgages are no longer requiredLender.