Common use of Certain Real Property Clause in Contracts

Certain Real Property. Without affecting the obligations of either Obligor or any of the Restricted Subsidiaries under any of the Security Documents, in the event that either Obligor or any Restricted Subsidiary, at any time after the date of this Agreement, whether directly or indirectly, acquires any interest in any real property, including any fee or other ownership interest in one or more properties with an aggregate cost in excess of $50,000, or any interest under one or more leases of real property for a term in excess of three years and involving aggregate average payments in excess of $100,000 per annum (each such interest, an "After Acquired Property"), the Obligors will, or the Obligors will cause such Restricted Subsidiary to, as soon as practical provide written notice thereof to each holder of a Note, setting forth with specificity a description of such After Acquired Property, the location of such After Acquired Property, any structures or improvements thereon and an appraisal or its good-faith estimate of the current value of such real property ("Current Value"). The Required Holders may require the applicable Obligor or the applicable Restricted Subsidiary to grant and record a mortgage in favor of the Trustee on such After Acquired Property, provided that no new mortgage on such After Acquired Property shall be required if the costs that would be incurred as a result thereof are excessive in relation to the benefits that would be conferred thereby. In the event a mortgage is granted, the applicable Obligor or the applicable Restricted Subsidiary shall execute and deliver to the Trustee a mortgage, together with such documents or instruments as the Required Holders shall require. In no event shall any title insurance policy for any such After Acquired Property be in an amount which is less than the Current Value of such After Acquired Property. If, at any -41- time, the aggregate cost to the Obligors and the Restricted Subsidiaries of each interest in real property (a) acquired by either Obligor or any Restricted Subsidiary, whether directly or indirectly, at any time after the date of this Agreement, at a cost equal to or less than $50,000, (b) at such time, owned directly or indirectly by either Obligor or any Restricted Subsidiary and (c) for which a mortgage in favor of the Trustee is not in effect (the "Aggregate Cost of Unmortgaged Property"), exceeds $500,000, the Obligors will, as soon as practical, and in any event within 10 Business Days, provide written notice thereof to each holder of a Note, setting forth with specificity a description of each such interest in real property, the location of such real property and an appraisal or its good-faith estimate of the current value of each such real property. The Required Holders may require the applicable Obligor or the applicable Restricted Subsidiary to grant and record a mortgage in favor of the Trustee on one or more of such real property so that the Aggregate Cost of Unmortgaged Property does not exceed $500,000, provided that no new mortgage on any such real property shall be required if the costs that would be incurred as a result thereof are excessive in relation to the benefits that would be conferred thereby. In the event a mortgage is required, the applicable Obligor or the applicable Restricted Subsidiary shall execute and deliver to the Trustee a mortgage, together with such documents or instruments as the Required Holders shall require. Further, with regard to any interest in real property, including any fee or other ownership interest in real property or any material lease of real property, currently owned or held by either Obligor or any Restricted Subsidiary and which is not being encumbered by a mortgage of even date herewith (each such interest, an "Existing Unmortgaged Property"), upon the written request of the Required Holders, the applicable Obligor will, or the Obligors will cause any applicable Restricted Subsidiary to, execute and deliver to the Trustee a mortgage, together with such documents or instruments as the Required Holders shall require. In no event shall the title insurance policy for any such Existing Unmortgaged Property be in an amount which is less than the Current Value of such Existing Unmortgaged Property. The Obligors shall pay all fees and expenses, including reasonable attorneys' fees and expenses and expenses of any customary environmental due diligence, and title insurance charges and premiums, in connection with the obligations of the Obligors and the Restricted Subsidiaries under this Section 10.22.

Certain Real Property. Without affecting the obligations of either Obligor the Borrower or any of the Restricted Subsidiaries under any of the Security Collateral Documents, in the event that either Obligor the Borrower or any Restricted Subsidiary, at any time after the date of this Agreementhereof, whether directly or indirectly, acquires any interest in any real property, including any fee or other ownership interest in one or more properties with an aggregate cost in excess of $50,000, or any interest under one or more leases of real property for a term in excess of three years and involving aggregate average payments in excess of $100,000 per annum (each such interest, an "After Acquired Property"), the Obligors Borrower will, or the Obligors will cause such Restricted Subsidiary to, as soon as practical provide written notice thereof to each holder of a Notethe Administrative Agent, setting forth with specificity a description of such After Acquired Property, the location of such After Acquired Property, any structures or improvements thereon and an appraisal or its good-faith estimate of the current value of such real property ("Current Value"). The Administrative Agent shall provide notice to the Borrower of whether the Required Holders may require Lenders intend to cause the applicable Obligor or the applicable Restricted Subsidiary Borrower to grant and record a mortgage in favor of the Trustee Mortgage on such After Acquired Property; provided, provided that no new mortgage on such After Acquired Property shall be required if the costs that would be incurred as a result thereof are excessive in relation to the benefits conferred thereby in the reasonable judgment of the Administrative Agent and the Required Lenders; provided, further, that would be conferred therebythe amount secured by a new mortgage on After Acquired Property located in the State of New York or the State of Florida shall not exceed 125% of the purchase price of such After Acquired Property. In the event a mortgage is grantedsuch event, the applicable Obligor Borrower or the applicable such Restricted Subsidiary shall execute and deliver to the Trustee Administrative Agent a mortgageMortgage, together with such of the documents or instruments referred to in Sections 4.01(d) and 4.01(e) as the Required Holders Agents shall require. In no event shall any title insurance policy for any such After Acquired Property be in an amount which is less than the Current Value of such After Acquired Property. If, at any -41- time, the aggregate cost to the Obligors Borrower and the its Restricted Subsidiaries of each interest in real property (ax) acquired by either Obligor the Borrower or any Restricted Subsidiary, whether directly or indirectly, at any time after the date of this AgreementClosing Date, at a cost equal to or less than $50,000, (by) at such time, owned directly or indirectly by either Obligor the Borrower or any Restricted Subsidiary and (cz) for which a mortgage in favor of the Trustee is not in effect (the "Aggregate Cost of Unmortgaged Property"), exceeds $500,000, the Obligors will, Borrower will as soon as practical, and in any event within 10 Business Days, provide written notice thereof to each holder of a Notethe Administrative Agent, setting forth with specificity a description of each such interest in real property, the location of such real property and an appraisal or its good-faith estimate of the current value of each such real property. The Required Holders Administrative Agent may require the applicable Obligor Borrower or the applicable Restricted Subsidiary to grant and record a mortgage in favor of the Trustee on one or more of such real property properties so that the Aggregate Cost of Unmortgaged Property does not exceed $500,000, provided provided, that no new mortgage on any such real property shall be required if the costs that would be incurred as a result thereof are excessive in relation to the benefits benefit that would be conferred thereby. In the event a mortgage is required, the applicable Obligor Borrower or the applicable such Restricted Subsidiary shall execute and deliver to the Trustee a mortgage, together with such documents or instruments as the Required Holders Administrative Agent shall require. In no event shall the title insurance policy for any such After Acquired Property be in an amount which is less than the Current Value of such After Acquired Property. Further, with regard to any interest in real property, including any fee or other ownership interest in real property or any material lease of real property, currently owned or held by either Obligor the Borrower or any Restricted Subsidiary and which is not being encumbered by a mortgage Mortgage of even date herewith (each such interest, an "Existing Unmortgaged Property"), upon the written request of the Required HoldersLenders, the applicable Obligor Borrower will, or the Obligors will cause any applicable Restricted Subsidiary to, execute and deliver to the Trustee Administrative Agent a mortgageMortgage, together with such of the documents or instruments referred to in Section 4.01(d) and 4.01(e) as the Required Holders Agents shall require. In no event shall the title insurance policy for any such Existing Unmortgaged Property be in an amount which is less than the Current Value of such Existing Unmortgaged Property. The Obligors Borrower shall pay all fees and expenses, including reasonable attorneys' fees and expenses and expenses of any customary environmental due diligence, and all title insurance charges and premiums, in connection with the obligations of the Obligors Borrower and the Restricted Subsidiaries under this Section 10.226.20.

Certain Real Property. Without affecting the obligations of either Obligor or any of the Restricted Subsidiaries under any of the Security Documents, in the event that either Obligor or any Restricted Subsidiary, at any time after the date of this Agreement, whether directly or indirectly, acquires any interest in any real property, including any fee or other ownership interest in one or more properties with an aggregate cost in excess of $50,000, or any interest under one or more leases of real property for a term in excess of three years and involving aggregate average payments in excess of $100,000 per annum (each such interest, an "After Acquired Property"), the Obligors will, or the Obligors will cause such Restricted Subsidiary to, as soon as practical provide written notice thereof to each holder of a Note, setting forth with specificity a description of such After Acquired Property, the location of such After Acquired Property, any structures or improvements thereon and an appraisal or its good-faith estimate of the current value of such real property ("Current Value"). The Required Holders may require the applicable Obligor or the applicable Restricted Subsidiary to grant and record a mortgage in favor of the Trustee on such After Acquired Property, provided that no new mortgage on such After Acquired Property shall be required if the costs that would be incurred as a result thereof are excessive in relation to the benefits that would be conferred thereby. In the event a mortgage is granted, the applicable Obligor or the applicable Restricted Subsidiary shall execute and deliver to the Trustee a mortgage, together with such documents or instruments as the Required Holders shall require. In no event shall any title insurance policy for any such After Acquired Property be in an amount which is less than the Current Value of such After Acquired Property. If, at any -41- time, the aggregate cost to the Obligors and the Restricted Subsidiaries of each interest in real property (a) acquired by either Obligor or any Restricted Subsidiary, whether directly or indirectly, at any time after the date of this Agreement, at a cost equal to or less than $50,000, (b) at such time, owned directly or indirectly by either Obligor or any Restricted Subsidiary and (c) for which a mortgage in favor of the Trustee is not in effect (the "Aggregate Cost of Unmortgaged Property"), exceeds $500,000, the Obligors will, as soon as practical, and in any event within 10 Business Days, provide written notice thereof to each holder of a Note, setting forth with specificity a description of each such interest in real property, the location of such real property and an appraisal or its good-faith estimate of the current value of each such real property. The Required Holders may require the applicable Obligor or the applicable Restricted Subsidiary to grant and record a mortgage in favor of the Trustee on one or more of such real property so that the Aggregate Cost of Unmortgaged Property does not exceed $500,000, provided that no new mortgage on any such real property shall be required if the costs that would be incurred as a result thereof are excessive in relation to the benefits that would be conferred thereby. In the event a mortgage is required, the applicable Obligor or the applicable Restricted Subsidiary shall execute and deliver to the Trustee a mortgage, together with such documents or instruments as the Required Holders shall require. Further, with regard to any interest in real property, including any fee or other ownership interest in real property or any material lease of real property, currently owned or held by either Obligor or any Restricted Subsidiary and which is not being encumbered by a mortgage of even date herewith (each such interest, an "Existing Unmortgaged Property"), upon the written request of the Required Holders, the applicable Obligor will, or the Obligors will cause any applicable Restricted Subsidiary to, execute and deliver to the Trustee a mortgage, together with such documents or instruments as the Required Holders shall require. In no event shall the title insurance policy for any such Existing Unmortgaged Property be in an amount which is less than the Current Value of such Existing Unmortgaged Property. The Obligors shall pay all fees and expenses, including reasonable attorneys' fees and expenses and expenses of any customary environmental due diligence, and title insurance charges and premiums, in connection with the obligations of the Obligors and the Restricted Subsidiaries under this Section 10.22.

Certain Real Property. Without affecting the obligations of either Obligor the Borrower or any of the Restricted Subsidiaries under any of the Security Collateral Documents, in the event that either Obligor the Borrower or any Restricted Subsidiary, at any time after the date of this Agreementhereof, whether directly or indirectly, acquires any interest in any real property, including any fee or other ownership interest in one or more properties with an aggregate cost in excess of $50,000, or any interest under one or more leases of real property for a term in excess of three years and involving aggregate average payments in excess of $100,000 per annum (each such interest, an "After Acquired Property"), the Obligors Borrower will, or the Obligors will cause such Restricted Subsidiary to, as soon as practical provide written notice thereof to each holder of a Notethe Administrative Agent, setting forth with specificity a description of such After Acquired Property, the location of such After Acquired Property, any structures or improvements thereon and an appraisal or its good-faith estimate of the current value of such real property ("Current Value"). The Administrative Agent shall provide notice to the Borrower of whether the Required Holders may require Lenders intend to cause the applicable Obligor or the applicable Restricted Subsidiary Borrower to grant and record a mortgage in favor of the Trustee Mortgage on such After Acquired Property, ; provided that no new mortgage on such After Acquired Property shall be required if the costs that would be incurred as a result thereof are excessive in relation to the benefits conferred thereby in the reasonable judgment of the Administrative Agent and the Required Lenders; provided, further, that would be conferred therebythe amount secured by a new mortgage on After Acquired Property located in the State of New York or the State of Florida shall not exceed 125% of the purchase price of such After Acquired Property. In the event a mortgage is grantedsuch event, the applicable Obligor Borrower or the applicable such Restricted Subsidiary shall execute and deliver to the Trustee Administrative Agent a mortgageMortgage, together with such of the documents or instruments referred to in Section 4.01(g) and Section 4.01(h) as the Required Holders Agents shall require. In no event shall any title insurance policy for any such After Acquired Property be in an amount which is less than the Current Value of such After Acquired Property. If, at any -41- time, the aggregate cost to the Obligors Borrower and the its Restricted Subsidiaries of each interest in real property (ax) acquired by either Obligor the Borrower or any Restricted Subsidiary, whether directly or indirectly, at any time after the date of this AgreementClosing Date, at a cost equal to or less than $50,000, (by) at such time, owned directly or indirectly by either Obligor the Borrower or any Restricted Subsidiary and (cz) for which a mortgage in favor of the Trustee is not in effect (the "Aggregate Cost of Unmortgaged Property"), exceeds $500,000, the Obligors will, Borrower will as soon as practical, and in any event within 10 ten Business Days, provide written notice thereof to each holder of a Notethe Administrative Agent, setting forth with specificity a description of each such interest in real property, the location of such real property and an appraisal or its good-faith estimate of the current value of each such real property. The Required Holders Administrative Agent may require the applicable Obligor Borrower or the applicable Restricted Subsidiary to grant and record a mortgage in favor of the Trustee on one or more of such real property properties so that the Aggregate Cost of Unmortgaged Property does not exceed $500,000, provided that no new mortgage on any such real property shall be required if the costs that would be incurred as a result thereof are excessive in relation to the benefits benefit that would be conferred thereby. In the event a mortgage is required, the applicable Obligor Borrower or the applicable such Restricted Subsidiary shall execute and deliver to the Trustee a mortgage, together with such documents or instruments as the Required Holders Administrative Agent shall require. In no event shall the title insurance policy for any such After Acquired Property be in an amount which is less than the Current Value of such After Acquired Property. Further, with regard to any interest in real property, including any fee or other ownership interest in real property or any material lease of real property, currently owned or held by either Obligor the Borrower or any Restricted Subsidiary and which is not being encumbered by a mortgage Mortgage of even date herewith (each such interest, an "Existing Unmortgaged Property"), upon the written request of the Required HoldersLenders, the applicable Obligor Borrower will, or the Obligors will cause any applicable Restricted Subsidiary to, execute and deliver to the Trustee Administrative Agent a mortgageMortgage, together with such of the documents or instruments referred to in Section 4.01(g) and Section 4.01(h) as the Required Holders Agents shall require. In no event shall the title insurance policy for any such Existing Unmortgaged Property be in an amount which is less than the Current Value of such Existing Unmortgaged Property. The Obligors Borrower shall pay all fees and expenses, including reasonable attorneys' fees and expenses and expenses of any customary environmental due diligence, and all title insurance charges and premiums, in connection with the obligations of the Obligors Borrower and the Restricted Subsidiaries under this Section 10.226.20.

Certain Real Property. Without affecting the obligations of either Obligor the Borrower or any of the Restricted Subsidiaries under any of the Security Collateral Documents, in the event that either Obligor the Borrower or any Restricted Subsidiary, at any time after the date of this Agreementhereof, whether directly or indirectly, acquires any interest in any real property, including any fee or other ownership interest in one or more properties with an aggregate cost in excess of $50,000, or any interest under one or more leases of real property for a term in excess of three years and involving aggregate average payments in excess of $100,000 per annum (each such interest, an "After Acquired Property"), the Obligors Borrower will, or the Obligors will cause such Restricted Subsidiary to, as soon as practical provide written notice thereof to each holder of a Notethe Administrative Agent, setting forth with specificity a description of such After Acquired Property, the location of such After Acquired Property, any structures or improvements thereon and an appraisal or its good-faith estimate of the current value of such real property ("Current Value"). The Administrative Agent shall provide notice to the Borrower of whether the Required Holders may require Lenders intend to cause the applicable Obligor Borrower or the applicable Restricted Subsidiary to grant and record a mortgage in favor of the Trustee Mortgage on such After Acquired Property; provided, provided that no new mortgage Mortgage on such After Acquired Property shall be required if the costs that would be incurred as a result thereof are excessive in relation to the benefits that would be conferred thereby. In the event a mortgage is grantedsuch event, the applicable Obligor Borrower or the applicable such Restricted Subsidiary shall execute and deliver to the Trustee Administrative Agent a mortgageMortgage, together with such of the documents or instruments referred to in Sections 4.01(d) and 4.01(e) as the Required Holders Agents shall require. In no event shall any title insurance policy for any such After Acquired Property be in an amount which is less than the Current Value of such After Acquired Property. If, at any -41- time, the aggregate cost to the Obligors Borrower and the its Restricted Subsidiaries of each interest in real property (ax) acquired by either Obligor the Borrower or any Restricted Subsidiary, whether directly or indirectly, at any time after the date of this AgreementClosing Date, at a cost equal to or less than $50,000, (by) at such time, owned directly or indirectly by either Obligor the Borrower or any Restricted Subsidiary and (cz) for which a mortgage in favor of the Trustee is not in effect (the "Aggregate Cost of Unmortgaged Property"), exceeds $500,000, the Obligors will, Borrower will as soon as practical, and in any event within 10 Business Days, provide written notice thereof to each holder of a Notethe Administrative Agent, setting forth with specificity a description of each such interest in real property, the location of such real property and an appraisal or its good-faith estimate of the current value of each such real property. The Required Holders Administrative Agent may require the applicable Obligor Borrower or the applicable Restricted Subsidiary to grant and record a mortgage in favor of the Trustee on one or more of such real property properties so that the Aggregate Cost of Unmortgaged Property does not exceed $500,000, provided that no new mortgage on any such real property shall be required if the costs that would be incurred as a result thereof are excessive in relation to the benefits benefit that would be conferred thereby. In the event a mortgage is required, the applicable Obligor Borrower or the applicable such Restricted Subsidiary shall execute and deliver to the Trustee a mortgage, together with such documents or instruments as the Required Holders Administrative Agent shall require. In no event shall the title insurance policy for any such After Acquired Property be in an amount which is less than the Current Value of such After Acquired Property. Further, with regard to any interest in real property, including any fee or other ownership interest in real property or any material lease of real property, currently owned or held by either Obligor the Borrower or any Restricted Subsidiary and which is not being encumbered by a mortgage Mortgage of even date herewith (each such interest, an "Existing Unmortgaged Property"), upon the written request of the Required HoldersLenders, the applicable Obligor Borrower will, or the Obligors will cause any applicable Restricted Subsidiary to, execute and deliver to the Trustee Administrative Agent a mortgageMortgage, together with such of the documents or instruments referred to in Section 4.01(d) and 4.01(e) as the Required Holders Agents shall require. In no event shall the title insurance policy for any such Existing Unmortgaged Property be in an amount which is less than the Current Value of such Existing Unmortgaged Property. The Obligors Borrower shall pay all fees and expenses, including reasonable attorneys' fees and expenses and expenses of any customary environmental due diligence, and all title insurance charges and premiums, in connection with the obligations of the Obligors Borrower and the Restricted Subsidiaries under this Section 10.226.22.