Common use of Post-Closing Collateral Clause in Contracts

Post-Closing Collateral. The Company shall provide or cause to be provided: (a) within 45 days after the Original Closing Date, such surveys and title insurance as may be reasonably requested by the Administrative Agent for the Property subject to the Mortgages; (b) within 45 days after receipt of written request of the Administrative Agent made no earlier than six months after the Original Closing Date, a Mortgage granting an Acceptable Security Interest in any of the real estate of the Company and its Subsidiaries held for sale on the Original Closing Date that has not been sold as of the date of the Company's receipt of such notice and such surveys and title insurance for such real estate as the Administrative Agent may reasonably request; (c) within 30 days after the Original Closing Date, (i) a Guaranty executed by the Company and the Guaranties described in Part II of Schedule 3.01(a)(iv) duly executed by the Guarantors party thereto, (ii) Pledge Agreements duly executed by the pledgors party thereto, pledging all of the equity interests held by the Company and its Subsidiaries in the Company's Material Domestic Subsidiaries not pledged as of the Original Closing Date and 66% of the equity interests held by the Company and its Subsidiaries in the Company's Material Foreign Subsidiaries, in each case together with stock certificates, stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements, on instruments necessary to create an Acceptable Security Interest in such equity interests; (iii) Security Agreements duly executed by the Company and Pipelines, Incorporated granting to the Administrative Agent for the benefit of the Lenders a Lien in substantially all of the personal property of such Persons (other than personal property not subject to the Uniform Commercial Code ("UCC") and the MARAD Collateral) to secure the Obligations, in each case together with UCC-1 financing statements and any other documents, agreements, instruments or actions necessary at any time hereafter to create an Acceptable Security Interest in such pledged collateral, including any action required to comply with the Revised Article 9 of the UCC, (iv) the Vessel Mortgages executed by each of the Company and each of its Subsidiaries which owns a Vessel listed on Schedule 5.13 duly executed by the parties thereto, granting a Lien to the Administrative Agent for the benefit of the Lenders in such Vessels listed on Schedule 5.13 (which Schedule does not list the MARAD Vessels and the ▇▇▇▇▇▇ Vessels) to secure the Obligations, in each case together with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Vessels and the revenues therefrom (other than MARAD Collateral); (v) a Mortgage executed by the Company granting a Lien to the Administrative Agent for the benefit of the Lenders in the real estate listed on the attached Schedule 5.13 to secure the Obligations; and (vi) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. and, if applicable, of local counsel reasonably satisfactory to the Administrative Agent covering such items as the Administrative Agent may reasonably request for New York, Texas, Louisiana, Mexico, Vanuatu, and the Cayman Islands, and any other jurisdiction in which a Material Subsidiary is located or a material amount, as determined by the Administrative Agent in its reasonable discretion, of the Collateral is located; and (d) within 30 days after the repayment of the Debt secured by the ▇▇▇▇▇▇ Vessels, a Vessel Mortgage granting the Administrative Agent an Acceptable Security Interest in such Vessels.

Post-Closing Collateral. The Company shall provide or cause to be provided: (a) within 45 days after the Original Closing Date, such surveys and title insurance as may be reasonably requested by the Administrative Agent for the Property subject to the Mortgages; (b) within 45 days after receipt of written request of the Administrative Agent made no earlier than six months after the Original Closing Date, a Mortgage granting an Acceptable Security Interest in any of the real estate of the Company and its Subsidiaries held for sale on the Original Closing Date that has not been sold as of the date of the Company's receipt of such notice and such surveys and title insurance for such real estate as the Administrative Agent may reasonably request; (c) within 30 days after the Original Closing Date, (i) a Guaranty executed by the Company and the Guaranties described in Part II of Schedule 3.01(a)(iv) duly executed by the Guarantors party thereto, (ii) Pledge Agreements duly executed by the pledgors party thereto, pledging all of the equity interests held by the Company and its Subsidiaries in the Company's Material Domestic Subsidiaries not pledged as of the Original Closing Date and 66% of the equity interests held by the Company and its Subsidiaries in the Company's Material Foreign Subsidiaries, in each case together with stock certificates, stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements, on instruments necessary to create an Acceptable Security Interest in such equity interests; (iii) Security Agreements duly executed by the Company and Pipelines, Incorporated granting to the Administrative Agent for the benefit of the Lenders a Lien in substantially all of the personal property of such Persons (other than personal property not subject to the Uniform Commercial Code ("UCC") and the MARAD Collateral) to secure the Obligations, in each case together with UCC-1 financing statements and any other documents, agreements, or instruments or actions necessary at any time hereafter to create an Acceptable Security Interest in such pledged collateral, including any action required to comply with the Revised Article 9 of the UCC, (iv) the Vessel Mortgages executed by each of the Company and each of its Subsidiaries which owns a Vessel listed on Schedule 5.13 duly executed by the parties thereto, granting a Lien to the Administrative Agent for the benefit of the Lenders in such Vessels listed on Schedule 5.13 (which Schedule does not list the MARAD Vessels and the ▇▇▇▇▇▇ Vessels) to secure the Obligations, in each case together with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Vessels and the revenues therefrom (other than MARAD Collateral); (v) a Mortgage executed by the Company granting a Lien to the Administrative Agent for the benefit of the Lenders in the real estate listed on the attached Schedule 5.13 to secure the Obligations; and (vi) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. and, if applicable, of local counsel reasonably satisfactory to the Administrative Agent covering such items as the Administrative Agent may reasonably request for New York, Texas, Louisiana, Mexico, Vanuatu, and the Cayman Islands, and any other jurisdiction in which a Material Subsidiary is located or a material amount, as determined by the Administrative Agent in its reasonable discretion, of the Collateral is located; and and (d) within 30 days after the repayment of the Debt secured by the ▇▇▇▇▇▇ Vessels, a Vessel Mortgage granting the Administrative Agent an Acceptable Security Interest in such Vessels.

Post-Closing Collateral. (a) The Company and applicable Guarantors shall provide deliver to the Collateral Trustee, as promptly as practical but in no event later than one hundred eighty (180) days after the Issue Date or cause to be providedas soon as practicable thereafter using commercially reasonable efforts, the following: (a1) within 45 days after Executed counterparts of one or more Mortgages on the Original Closing DateMaterial Real Property duly executed and acknowledged by the Company or such Guarantor, and otherwise in form for recording in the recording office of each applicable political subdivision where each Premises is situated, together with such surveys certificates, affidavits, questionnaires or returns as shall be reasonably required in connection with the recording or filing thereof and title insurance evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be reasonably requested necessary to create a valid, perfected first priority Lien subject only to Permitted Liens, against Premises purported to be covered thereby; (2) mortgagee’s title insurance policies (or a binding pro forma title insurance policy on marked up unconditional binder of title insurance) in favor of the Collateral Trustee, and its successors and/or assigns, in the form necessary, with respect to the Premises purported to be covered by the Administrative Agent applicable Mortgages, which shall insure that the interests created by the Mortgages constitute valid Liens on the applicable Premises, free and clear of all Liens, defects and encumbrances, other than Permitted Liens. All such title policies to be in amounts equal to the estimated fair market value of the Premises covered thereby, and such policies shall also include, to the extent available, all such endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Company or the applicable Guarantor of all premiums thereon (or that satisfactory arrangements for such payment have been made) and that all charges for mortgage recording taxes, filing and recording fees and all related expenses, if any, have been paid; (3) (i) customary local counsel opinions regarding the Property subject to enforceability and perfection of the Mortgages and (ii) customary opinions of counsel in the jurisdiction of organization of the owner of the applicable Premises regarding due authorization, execution and delivery of the Mortgages; (b4) within 45 days after receipt of written request an ALTA survey or other survey of the Administrative Agent made no earlier than six months after the Original Closing Date, a Mortgage granting an Acceptable Security Interest in any sites of the Premises (and the title insurance company issuing the policy referred to in clause (2) above (the “Title Insurance Company”) shall have received the same) certified to the Collateral Trustee and the Title Insurance Company in a manner customary for the type of real estate of the Company and its Subsidiaries held for sale on the Original Closing Date that has not been sold property subject to such survey, dated as of the a date of the Company's receipt of such notice and such surveys and title insurance for such real estate as the Administrative Agent may reasonably request; (c) within 30 days after the Original Closing Date, (i) a Guaranty executed by the Company and the Guaranties described in Part II of Schedule 3.01(a)(iv) duly executed by the Guarantors party thereto, (ii) Pledge Agreements duly executed by the pledgors party thereto, pledging all of the equity interests held by the Company and its Subsidiaries in the Company's Material Domestic Subsidiaries not pledged as of the Original Closing Date and 66% of the equity interests held by the Company and its Subsidiaries in the Company's Material Foreign Subsidiaries, in each case together with stock certificates, stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements, on instruments necessary to create an Acceptable Security Interest in such equity interests; (iii) Security Agreements duly executed by the Company and Pipelines, Incorporated granting to the Administrative Agent for the benefit of the Lenders a Lien in substantially all of the personal property of such Persons (other than personal property not subject to the Uniform Commercial Code ("UCC") and the MARAD Collateral) to secure the Obligations, in each case together with UCC-1 financing statements and any other documents, agreements, instruments or actions necessary at any time hereafter to create an Acceptable Security Interest in such pledged collateral, including any action required to comply with the Revised Article 9 of the UCC, (iv) the Vessel Mortgages executed by each of the Company and each of its Subsidiaries which owns a Vessel listed on Schedule 5.13 duly executed by the parties thereto, granting a Lien to the Administrative Agent for the benefit of the Lenders in such Vessels listed on Schedule 5.13 (which Schedule does not list the MARAD Vessels and the ▇▇▇▇▇▇ Vessels) to secure the Obligations, in each case together with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Vessels and the revenues therefrom (other than MARAD Collateral); (v) a Mortgage executed by the Company granting a Lien to the Administrative Agent for the benefit of the Lenders in the real estate listed on the attached Schedule 5.13 to secure the Obligations; and (vi) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. and, if applicable, of local counsel that is reasonably satisfactory to the Administrative Agent covering such items Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Title Insurance Company, or in lieu thereof, existing surveys, together with any affidavits on certificates required by the Title Insurance Company as shall be sufficient to enable the Administrative Agent may reasonably request for New York, Texas, Louisiana, Mexico, Vanuatu, Title Insurance Company to remove any standard survey exceptions from the applicable title insurance policy and issue customary survey-dependent endorsements to the applicable title insurance policy; (5) an Officer’s Certificate from the Company certifying that the above requirements have been satisfied and the Cayman Islands, Company is in compliance with such provisions; and (6) such other evidence that all other actions that are reasonably necessary in order to create a valid first priority lien (subject to Permitted Liens) on such Material Real Property have been taken. (b) The Company and any other jurisdiction in which a Material Subsidiary is located or a material amountapplicable Guarantors shall deliver to the Collateral Trustee, as determined by the Administrative Agent promptly as practical but in its reasonable discretion, of the Collateral is located; and no event later than one-hundred-eighty (d180) within 30 days after the repayment of Issue Date, or as soon as practicable thereafter using commercially reasonable efforts, the Debt secured by the ▇▇▇▇▇▇ Vessels, a Vessel Mortgage granting the Administrative Agent an Acceptable Security Interest in such Vessels.following:

Post-Closing Collateral. The Company shall provide or cause to be provided: (a) within 45 days after The Issuers and the Original Closing Date, such surveys and title insurance as may be reasonably requested by the Administrative Agent for the Property subject Guarantors shall use reasonable best efforts to the Mortgages; (b) within 45 days after receipt of written request of the Administrative Agent made no earlier than six months after the Original Closing Date, a Mortgage granting an Acceptable Security Interest in any of the real estate of the Company and its Subsidiaries held for sale perfect on the Original Closing Date that has not been sold as of the date of this Indenture the Company's receipt of such notice and such surveys and title insurance for such real estate as the Administrative Agent may reasonably request; (c) within 30 days after the Original Closing Date, (i) a Guaranty executed by the Company and the Guaranties described in Part II of Schedule 3.01(a)(iv) duly executed by the Guarantors party thereto, (ii) Pledge Agreements duly executed by the pledgors party thereto, pledging all of the equity security interests held by the Company and its Subsidiaries in the Company's Material Domestic Subsidiaries not pledged as of the Original Closing Date and 66% of the equity interests held by the Company and its Subsidiaries in the Company's Material Foreign Subsidiaries, in each case together with stock certificates, stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements, on instruments necessary to create an Acceptable Security Interest in such equity interests; (iii) Security Agreements duly executed by the Company and Pipelines, Incorporated granting to the Administrative Agent Collateral for the benefit of the Lenders a Lien in substantially all holders of the personal property Notes. To the extent that any such security interest cannot be perfected by the date of this Indenture, the Issuers and the Guarantors shall use reasonable best efforts to have all security interests perfected, to the extent required by the Security Documents and this Section 4.19, promptly following the date of this Indenture, but in any event no later than 180 days thereafter or such longer period deemed reasonably necessary by the Collateral Agent. (b) In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected security interest in certain Real Estate, Collateral Agent shall have received from each applicable Guarantor: (1) fully executed and notarized Mortgages (the “Mortgages”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each real estate asset listed in Schedule 1 hereto (each, a “Mortgaged Property”), it being agreed that with respect to any Mortgaged Property located in a jurisdiction that imposes a tax on mortgages or similar interests, the amount secured by the Mortgage shall be limited to the appraised value of the encumbered Mortgaged Property as determined in a manner reasonably satisfactory to the Collateral Agent to minimize such tax; (2) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) (a) in each state where a Guarantor party to a Mortgage is organized with respect to the due execution, delivery and authorization of such Persons Mortgage and (other than personal property not subject b) in each state in which a Mortgaged Property is located with respect to the Uniform Commercial Code ("UCC"enforceability of the form(s) of Mortgages to be recorded in such state and the MARAD Collateral) to secure the Obligationssuch other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with UCC-1 financing statements a title report issued by a title company with respect thereto and any copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to Collateral Agent that such Guarantor has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other documents, agreements, instruments or actions necessary at any time hereafter to create an Acceptable Security Interest sums required in such pledged collateral, including any action required to comply connection with the Revised Article 9 issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the UCC, Mortgages for each Mortgaged Property in the appropriate real estate records; (iv4) flood certifications with respect to all Mortgaged Properties and evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the Vessel Mortgages executed by each of the Company and each of its Subsidiaries which owns a Vessel listed on Schedule 5.13 duly executed by the parties thereto, granting a Lien to the Administrative Agent for the benefit of the Lenders in such Vessels listed on Schedule 5.13 (which Schedule does not list the MARAD Vessels and the ▇▇▇▇▇▇ Vessels) to secure the ObligationsNational Flood Insurance Program, in each case together in compliance with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Vessels and the revenues therefrom (other than MARAD Collateral); (v) a Mortgage executed by the Company granting a Lien to the Administrative Agent for the benefit applicable regulations of the Lenders Board of Governors, in the real estate listed on the attached Schedule 5.13 to secure the Obligations; form and (vi) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. and, if applicable, of local counsel substance reasonably satisfactory to Collateral Agent; and (5) ALTA surveys of all Mortgaged Properties or no-change affidavits with respect to previously obtained ALTA surveys of all Mortgaged Properties, in either case sufficient to allow the Administrative Agent covering such items as the Administrative Agent may reasonably request for New York, Texas, Louisiana, Mexico, Vanuatu, and the Cayman Islands, and any other jurisdiction title company to provide customary survey coverage in which a Material Subsidiary is located or a material amount, as determined by the Administrative Agent in its reasonable discretion, of the Collateral is located; and (d) within 30 days after the repayment of the Debt secured by the ▇▇▇▇▇▇ Vessels, a Vessel Mortgage granting the Administrative Agent an Acceptable Security Interest in such Vesselseach Title Policy.

Post-Closing Collateral. The Company Borrowers shall, and shall provide or cause each other Obligor to, as promptly as reasonably practicable, but in no event later than the number of days after the Closing Date applicable to each clause set forth below as any such period may be extended by the Collateral Agent (such extensions not to be provided:unreasonably withheld, delayed or conditioned), provide the items or perform the actions listed below (the assets subject to the below requirements, collectively, the “Post-Closing Collateral” and the time periods relating thereto, the “Post-Closing Collateral Period”): (a) within 45 days after the Original Closing Date, such surveys and title insurance as may be reasonably requested by the Administrative Agent for the Property subject to the Mortgages[reserved]; (b) within 45 90 days after receipt following the Closing Date the Obligors shall use commercially reasonable efforts to (i) transfer all leased Real Estate (other than the Borrower’s principal office) and all owned Real Estate not secured by a Mortgage (and in any event shall transfer owned Real Estate accounting for at least 90% of written request the aggregate net book value of all applicable Real Estate) to the SPV; provided that such commercially reasonable efforts shall not require the Obligors to pay consent or similar fees to counterparties to leases or other contracts in order to effect such transfers, and (ii) grant to the Administrative Agent made no earlier than six months after a perfected security interest in the Original Closing Date, a Mortgage granting an Acceptable Security Interest equity interests in any of the real estate of the Company and its Subsidiaries held for sale on the Original Closing Date that has not been sold as of the date of the Company's receipt of such notice and such surveys and title insurance for such real estate as the Administrative Agent may reasonably requestSPV; (c) the Obligors shall use commercially reasonable efforts to create a perfected Lien in favor of the Administrative Agent on each Vehicle that does not constitute Excluded Property that is not currently subject to a perfected security interest in favor of the Administrative Agent within 360 days following the Closing Date; (d) other than as provided in Sections 7.3.3(a) through (c), the Obligors shall not be required to provide any leasehold mortgages or any Related Real Estate Documents with respect to any Mortgaged Property; and (e) within 30 days after the Original Closing Date, (i) a Guaranty executed by the Company and the Guaranties described in Part II of Schedule 3.01(a)(iv) duly executed by the Guarantors party thereto, (ii) Pledge Agreements duly executed by the pledgors party thereto, pledging all of the equity interests held by the Company and its Subsidiaries in the Company's Material Domestic Subsidiaries not pledged as of the Original Closing Date and 66% of the equity interests held by the Company and its Subsidiaries in the Company's Material Foreign Subsidiaries, in each case together with stock certificates, stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements, on instruments necessary to create an Acceptable Security Interest in (or such equity interests; (iii) Security Agreements duly executed by the Company and Pipelines, Incorporated granting to the longer period as Administrative Agent for may agree in its reasonable discretion), the benefit of the Lenders Obligors shall deliver a Lien in substantially all of the personal property of such Persons (other than personal property not subject Securities Account Control Agreement with respect to the Uniform Commercial Code ("UCC") and the MARAD Collateral) to secure the Obligations, in each case together with UCC-1 financing statements and any other documents, agreements, instruments or actions necessary Account no. xxxxxx01 maintained at any time hereafter to create an Acceptable Security Interest in such pledged collateral, including any action required to comply with the Revised Article 9 of the UCC, (iv) the Vessel Mortgages executed by each of the Company and each of its Subsidiaries which owns a Vessel listed on Schedule 5.13 duly executed by the parties thereto, granting a Lien to the Administrative Agent for the benefit of the Lenders in such Vessels listed on Schedule 5.13 (which Schedule does not list the MARAD Vessels and the ▇▇▇▇▇▇ Vessels) to secure the ObligationsFargo Securities, in each case together with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Vessels and the revenues therefrom (other than MARAD Collateral); (v) a Mortgage executed LLC signed by the Company granting a Lien to the Administrative Agent for the benefit of the Lenders in the real estate listed on the attached Schedule 5.13 to secure the Obligations; and (vi) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇Fargo Securities, L.L.P. andLLC, if applicable, of local counsel in the form previously agreed to or such other form reasonably satisfactory to the Administrative Agent covering such items as the Administrative Agent may reasonably request for New York, Texas, Louisiana, Mexico, Vanuatu, and the Cayman Islands, and any other jurisdiction in which a Material Subsidiary is located or a material amount, as determined by the Administrative Agent in its reasonable discretion, of the Collateral is located; and (d) within 30 days after the repayment of the Debt secured by the ▇▇▇▇▇▇ Vessels, a Vessel Mortgage granting the Administrative Agent an Acceptable Security Interest in such VesselsAgent.

Post-Closing Collateral. The Company shall provide or cause to be provided: (a) within 45 Within 90 days after of the Original Closing DateIssue Date (or such longer period as the Notes Collateral Agent may agree in its reasonable discretion), such surveys the Co-Issuers and title insurance as may be reasonably requested by the Administrative Agent Guarantors shall execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Notes Collateral Agent, for the benefit of the Holders, covering such Real Property subject to the Mortgages; (b) within 45 days after receipt of written request of the Administrative Agent made no earlier than six months after the Original Closing Date, a Mortgage granting an Acceptable Security Interest in any of the real estate of the Company and its Subsidiaries held for sale on the Original Closing Date that has not been sold as of the date hereof in favor of the Company's receipt of such notice and such surveys and title insurance for such real estate as the Administrative Agent may reasonably request; (c) within 30 days after the Original Closing Date, (i) a Guaranty executed by the Company and the Guaranties described in Part II of Schedule 3.01(a)(iv) duly executed by the Guarantors party thereto, (ii) Pledge Agreements duly executed by the pledgors party thereto, pledging all of the equity interests held by the Company and its Subsidiaries in the Company's Material Domestic Subsidiaries not pledged as of the Original Closing Date and 66% of the equity interests held by the Company and its Subsidiaries in the Company's Material Foreign Subsidiaries, in each case together with stock certificates, stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements, on instruments necessary to create an Acceptable Security Interest in such equity interests; (iii) Security Agreements duly executed by the Company and Pipelines, Incorporated granting to the Administrative Agent for the benefit of the Lenders a Lien Credit Agreement Secured Parties, in substantially all form for recording or filing in the recording or filing office of the personal property applicable governmental subdivision where such Mortgaged Property is situated, together with evidence that all filing, documentary, stamp, intangible and mortgage recording taxes, fees, charges, costs and expenses have been paid by the Co-Issuers, (ii) to the extent the same was previously delivered to the Administrative Agent in connection with the Mortgaged Properties in accordance with the Six Credit Agreement (or, if the Merger is consummated, the HoldCo Credit Agreement) provide the Notes Collateral Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first priority Lien of the Mortgage upon such Real Property in an amount equal to the fair market value of such Persons Real Property, together with (other than personal property not subject A) such endorsements as are reasonable and customary or otherwise as the Notes Collateral Agent shall reasonably request (including, without limitation, a tie-in or cluster endorsement if available) and (B) evidence that all premiums in respect of such policy and all related expenses have been paid by the Co-Issuers, as well as a current or updated ALTA survey (or survey affidavit) thereof, certified to the Uniform Commercial Code ("UCC") Notes Collateral Agent and the MARAD Collateralapplicable title insurance company; provided that such survey affidavit, if applicable, is sufficient to cause the title insurance company to issue such mortgagee title insurance policies without any standard survey exceptions and with customary survey related endorsements and (y) to secure the Obligationsany consents or estoppels deemed reasonably necessary or advisable in connection with such Mortgage, in each case together with UCC-1 financing statements and any other documents, agreements, instruments or actions necessary at any time hereafter to create an Acceptable Security Interest in such pledged collateral, including any action required to comply with the Revised Article 9 of the UCC, (iv) the Vessel Mortgages executed by each of the Company foregoing in form and each substance reasonably satisfactory to the Notes Collateral Agent (provided that the Co-Issuers and the Guarantors shall only be required to deliver a Mortgage with respect to any real property leasehold interests upon receipt of its Subsidiaries which owns a Vessel listed on Schedule 5.13 duly executed any required landlord consent to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents and estoppels; provided, further, that nothing herein shall require the Co-Issuer or the Guarantors to use commercially reasonably efforts to obtain any landlord consent to the extent that any such landlord consent was previously not obtained after use of commercially reasonable efforts), (iii) if requested by the parties theretoNotes Collateral Agent, granting a Lien deliver to the Administrative Notes Collateral Agent legal opinions addressed to the Collateral Agent for the benefit of the Lenders Holders relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent, (iv) deliver Flood Certificates with respect to any improved Mortgaged Property and (v) otherwise take such Vessels listed on Schedule 5.13 (which Schedule does not list actions and execute and/or deliver to the MARAD Vessels and the ▇▇▇▇▇▇ Vessels) to secure the Obligations, in each case together with any other Notes Collateral Agent such documents, agreements or instruments necessary as the Notes Collateral Agent shall reasonably require to create an Acceptable Security Interest in confirm the validity, perfection and priority of the Liens of any such Vessels and the revenues therefrom Mortgage (other than MARAD Collateral); (v) a Mortgage executed including, without limitation, any financial data or indemnification instruments required by the Company granting title insurance company in connection with issuing a Lien mortgagee title and extended coverage insurance policy as described above). (b) None of the Co-Issuers or the Guarantors shall be required to enter into any control agreement or control, lockbox or similar arrangement with respect to any deposit accounts, securities accounts or commodities accounts; provided that the Administrative Agent Notes Collateral Agent, for the benefit of the Lenders Holders, may benefit from any such existing agreements that remain in the real estate listed on the attached Schedule 5.13 to secure the Obligations; and (vi) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. and, if applicable, of local counsel reasonably satisfactory to the Administrative Agent covering such items as the Administrative Agent may reasonably request for New York, Texas, Louisiana, Mexico, Vanuatu, and the Cayman Islands, and any other jurisdiction effect in which a Material Subsidiary is located or a material amount, as determined by the Administrative Agent in its reasonable discretion, support of the Collateral is located; and (d) within 30 days after the repayment of the Debt secured by the ▇▇▇▇▇▇ Vessels, a Vessel Mortgage granting the Administrative Agent an Acceptable Security Interest in Six 2025 Notes while such VesselsSix 2025 Notes remain outstanding.