Common use of Liens on Real Property Clause in Contracts

Liens on Real Property. In the event that any Loan Party owns or hereafter acquires any real property (other than Excluded Property), no later than ninety (90) days after (x) the Closing Date (in the case of any such real property owned as of the Closing Date) or (y) the date of the acquisition thereof (in the case of after acquired real property) or, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any such later date as the Administrative Agent may determine in its reasonable discretion), such Loan Party shall execute and deliver to the Administrative Agent (or a security trustee therefor) a mortgage or deed of trust in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such real property to secure the Secured Obligations, shall pay all Taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage, debenture or deed of trust, and shall supply to the Administrative Agent, at the Administrative Agent’s reasonable request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insurance), environmental report, hazard insurance policy, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a Special Flood Hazard Area, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Liens on Real Property. In the event that Borrower or any Loan Party Guarantor owns or hereafter acquires a fee interest in any real property with a fair market value (other than Excluded Property)as reasonably determined in good faith by the Borrower) in excess of $10,000,000, no later than ninety (90) days after (x) at the Closing Date (in the case request of any such real property owned as of the Closing Date) or (y) the date of the acquisition thereof (in the case of after acquired real property) or, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any such later date as the Administrative Agent may determine in its reasonable sole discretion), Borrower shall, or shall cause such Loan Party shall Guarantor to, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Agent (or a security trustee therefor) a mortgage or deed of trust in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all Taxestaxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage, debenture mortgage or deed of trust, and shall supply to the Administrative Agent, at the Administrative Agent’s reasonable request and Agent at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insurance), environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted LiensLiens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding If at any time any real property located in the foregoingUnited States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) Borrower shall deliver to Administrative Agent evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into into, accept or record any Mortgage in respect of any real property until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents mortgage in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a Special Flood Hazard Area, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) the until Administrative Agent shall have received written confirmation from each Lender that flood insurance compliance has been completed by such Lender with respect to such real property (such written confirmation not to be unreasonably withheld or delayed). If any real property located in the Lenders that United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not reasonably satisfactory to be unreasonably conditioned, withheld or delayed)Administrative Agent and each Lender.

Liens on Real Property. In the event that the Borrower or any Loan Party Subsidiary owns or hereafter acquires any real property (other than Excluded Property), no later than ninety (90) days after (x) the Closing Date (in the case of any such real property owned as of the Closing Date) or (y) the date of the acquisition thereof (in the case of after acquired real property) or, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (orBorrower shall, in any caseor shall cause such Subsidiary to, any such later date as the Administrative Agent may determine in its reasonable discretion), such Loan Party shall execute and deliver to the Administrative Agent (or a security trustee therefor) a mortgage or deed of trust acceptable in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all Taxestaxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage, debenture mortgage or deed of trust, and shall supply to the Administrative Agent, Agent at the Administrative Agent’s reasonable request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insurance), environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding In the foregoingevent that the Borrower or any Subsidiary presently leases or hereafter leases real property, the Administrative Agent Borrower shall, or shall not enter into any Mortgage in respect of any real property until (a) cause such Subsidiary, to the date that occurs 10 days after extent requested by the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real propertyAgent: (i) to execute and deliver to the Administrative Agent (or a completed flood hazard determination from security trustee therefor) a third party vendor; leasehold mortgage or leasehold deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, (ii) if such real property is located in a Special Flood Hazard Areato pay all taxes, (A) a notification to the Borrower (or applicable Loan Party) of that fact costs, and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt expenses incurred by the Borrower (Administrative Agent in recording such leasehold mortgage or applicable Loan Party) leasehold deed of such notice; and trust, (iii) if such notice is required to be provided deliver to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) the Administrative Agent shall have received written confirmation from such lessor and mortgagor consent, waivers, and other agreements as required by the Lenders that flood insurance due diligence Administrative Agent to ensure its access to the Collateral and flood insurance compliance has been completed its rights under such leasehold mortgage or leasehold deed of trust for such property, (iv) and to deliver to the Administrative Agent such written confirmation not to be unreasonably conditionedother instrument, withheld or delayed)documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.

Liens on Real Property. In After the Escrow Release Date, in the event that any Loan Party owns or Grantor hereafter acquires any fee-owned real property having a fair market value in excess of $30 million (as determined by the Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuation) (other than any Excluded Property), no later than ninety (90) within 90 days after (x) the Closing Date (in the case of any such real property owned as of the Closing Date) or (y) the date of following the acquisition thereof (in the case of after acquired real property) or, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any or such later date longer period as to which the Administrative Agent may determine in its reasonable discretionconsent), the Borrower shall, or shall cause such Loan Party shall Grantor to (i) execute and deliver to the Administrative Collateral Agent (or a security trustee therefor) a mortgage Mortgage, title policy, ALTA survey, if required by the title company issuing the title policy (or deed no-change affidavits in connection with existing surveys), and certificates of trust insurance evidencing the insurance required under this Agreement, in form and substance reasonably acceptable each case similar to the Administrative Mortgage, title policy, certificates of insurances and opinions of counsel delivered to the Collateral Agent pursuant to Schedule 6.24 for the purpose of granting to the Administrative Collateral Agent a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations and shall pay all Taxes, costs, taxes and reasonable costs and expenses incurred by the Administrative Collateral Agent in recording such mortgageMortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or similar tax on the amount secured by such Mortgage, debenture or deed of trust, and then the amount secured by such Mortgage shall supply be limited to the Administrative Agent, at the Administrative Agent’s reasonable request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location fair market value (and, if necessary, evidence without requirement of Flood Insurance), environmental report, hazard insurance policy, and a mortgagee’s policy delivery of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity an appraisal or other third-party valuation) of such mortgage or deed of trust and its status Mortgaged Property, as a first Lien (subject to Permitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required determined by the Administrative Agent Borrower in connection therewith. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; good faith and (ii) if such real property is located in provide the Collateral Agent with a Special completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Area, Determination with respect to each Mortgaged Property (A) together with a notification to the Borrower (or applicable Loan Party) of that fact notice about special flood hazard area status and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt disaster assistance duly executed by the Borrower (or and each applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayedGrantor relating thereto).

Liens on Real Property. In Subject to Section 6.28 hereof, in the event that any Loan Party owns or hereafter acquires any real property (other than Excluded Property), no later than ninety (90) days after (x) the Closing Date (in the case of any such real property owned as of the Closing Date) or (y) the date of the acquisition thereof (in the case of after acquired real property) or, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any such later date as the Administrative Agent may determine in its reasonable discretion), such Loan Party shall execute and deliver to the Administrative Agent (or a security trustee therefor) a mortgage or deed of trust acceptable in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such real property to secure the Secured Obligations, shall pay all Taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage, debenture mortgage or deed of trust, and shall supply to the Administrative Agent, at the Administrative Agent’s reasonable request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insuranceflood insurance), environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding anything to the foregoingcontrary set forth herein, no Loan Party or the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Restatement Effective Date that is located in a “special flood hazard area” until (a) the Administrative Agent has received written confirmation that each Lender has completed all flood insurance due diligence and flood insurance compliance with respect to the applicable real property subject to such Mortgage, and (b) the date that occurs 10 is forty-five (45) days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a Special Flood Hazard Area“special flood hazard area”, (A) a notification to the Borrower (or applicable Loan Party) Parties of that fact and (if applicable) notification to the Borrower (or applicable Loan Party) Parties that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Loan Party) Parties of such notice; and (iii) if such notice is required to be provided to the Borrower (or by applicable Loan Party) and flood insurance is available in the community in which such real property is locatedlaws, evidence of required flood insurance, and (b) the Administrative Agent shall have received written confirmation from the Lenders that insurance with respect to which flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayed)made available under applicable flood laws.

Liens on Real Property. In After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in the event that any Loan Party owns or Grantor hereafter acquires any fee-owned real property having a fair market value in excess of $30 million (as determined by the Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuation) (other than any Excluded Property), no later than ninety (90) within 90 days after (x) the Closing Date (in the case of any such real property owned as of the Closing Date) or (y) the date of following the acquisition thereof (in the case of after acquired real property) or, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any or such later date longer period as to which the Administrative Agent may determine in its reasonable discretionconsent), the Borrower shall, or shall cause such Loan Party shall Grantor to (i) execute and deliver to the Administrative Collateral Agent (or a security trustee therefor) a mortgage Mortgage, title policy, ALTA survey, if required by the title company issuing the title policy (or deed no-change affidavits in connection with existing surveys), certificates of trust insurance evidencing the insurance required under this Agreement, and opinions of counsel, in form and substance reasonably acceptable each case similar to the Administrative Mortgage, title policy, certificates of insurances and opinions of counsel delivered to the Collateral Agent pursuant to Schedule 6.24 for the purpose of granting to the Administrative Collateral Agent a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations and shall pay all Taxes, costs, taxes and reasonable costs and expenses incurred by the Administrative Collateral Agent in recording such mortgageMortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or similar tax on the amount secured by such Mortgage, debenture or deed of trust, and then the amount secured by such Mortgage shall supply be limited to the Administrative Agent, at the Administrative Agent’s reasonable request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location fair market value (and, if necessary, evidence without requirement of Flood Insurance), environmental report, hazard insurance policy, and a mortgagee’s policy delivery of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity an appraisal or other third-party valuation) of such mortgage or deed of trust and its status Mortgaged Property, as a first Lien (subject to Permitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required determined by the Administrative Agent Borrower in connection therewith. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; good faith and (ii) if such real property is located in provide the Collateral Agent with a Special completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Area, Determination with respect to each Mortgaged Property (A) together with a notification to the Borrower (or applicable Loan Party) of that fact notice about special flood hazard area status and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt disaster assistance duly executed by the Borrower (or and each applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayedGrantor relating thereto).

Liens on Real Property. The Obligations shall be secured by a valid and enforceable first priority Lien on the Required Mortgaged Premises pursuant to the Mortgages. In the event that Borrower or any Loan Party Subsidiary owns or hereafter acquires any real property (other than Excluded Property)Required Mortgaged Premises, no later than ninety (90) days after (x) the Closing Date (in the case of any Borrower shall, or shall cause such real property owned as of the Closing Date) or (y) the date of the acquisition thereof (in the case of after acquired real property) orSubsidiary to, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any such later date as the Administrative Agent may determine in its reasonable discretion), such Loan Party shall execute and deliver to the Administrative Agent (or a security trustee therefor) a mortgage or deed of trust acceptable in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent for the benefit of the Lenders (or a security trustee therefor) a Lien on such real property to secure the Secured Obligations, shall pay all Taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage, debenture mortgage or deed of trust, and shall supply to the Administrative Agent, at the Administrative Agent’s reasonable request and Agent at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insurance), environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted LiensLiens expressly permitted by this Agreement) on the real property encumbered thereby such Required Mortgaged Premises and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding the foregoingFurther, if at any time any Required Mortgaged Premises is pledged as Collateral hereunder, (A) the Administrative Agent shall not enter into any Mortgage in respect of any real property until (a) the date that occurs 10 days after the Administrative Agent has delivered provide to the Lenders at least forty-five (which may be delivered electronically45) days’ prior written notice to the following documents in respect pledge of such real property: property as Collateral, (iB) a completed each Lender shall provide to the Borrower standard flood hazard determination from a third party vendor; forms, (iiC) if such real any property is located in a Special Flood Hazard Areaspecial flood hazard area, (A1) a notification each Lender shall deliver notice to the Borrower (or applicable Loan Party) as to the existence of that fact a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (if applicable2) notification Borrower shall deliver to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) Administrative Agent evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, if available, in each case in such form, on such terms and (b) in such amounts as required by The National Flood Insurance Reform Act of 1994, the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayed).Federal Flood Disaster Protection

Liens on Real Property. In After the Amendment No. 2 Effective Date (other than during a Collateral and Guarantee Suspension Period), in the event that (i) any Loan Party owns or Grantor hereafter acquires any fee-owned real property having a fair market value in excess of $30 million (as determined by the Lead Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuation) (other than any Excluded Property), no later than ninety (90) days after (x) the Closing Date (in the case of any such real property owned as of the Closing Date) or (yii) the date of Great Oaks Property ceases to constitute an Excluded Property, within 90 days following the acquisition thereof (in the case of after acquired real property) or, in either case, if later, or the date the conditions in the immediately succeeding sentence have been satisfied Great Oaks Property ceases to constitute an Excluded Property, as applicable (or, in any each case, any such later date longer period as to which the Administrative Agent may determine in its reasonable discretionconsent), the Lead Borrower shall, or shall cause such Loan Party shall Grantor to execute and deliver to the Administrative Collateral Agent (or a security trustee therefor), (a) a Mortgage encumbering such Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Grantor that is the owner of such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable requirements of law, and such financing statements and any other instruments necessary to grant a mortgage or deed lien under the laws of trust any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; (b) with respect to each Mortgage, a title insurance policy (or marked up lender’s title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount of the fair market value (as determined by the Lead Borrower in good faith) of such Mortgaged Property and fixtures, which policy (or such marked up commitment) (each, a “Title Policy”) shall (A) be issued by a nationally recognized title insurance company (the “Title Company”), (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) have been supplemented by such endorsements as shall be reasonably requested by the Administrative Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning (it being agreed that Administrative Agent shall accept zoning reports in lieu of zoning endorsements in any jurisdiction where the cost of such endorsements exceeds $1,000 per property), contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), such Title Policy shall not include a general mechanic’s lien exception, and (D) contain no exceptions to title other than Permitted Liens; (c) ALTA/ACSM surveys with respect to each such Mortgaged Property; provided, however, that an ALTA/ACSM survey shall not be required to the extent that (x) an existing survey together with an “affidavit of no change” satisfactory to the Title Company is delivered to the Collateral Agent and the Title Company and (y) the Title Company removes the standard survey exception and provides reasonable and customary survey related endorsements and other coverages in the applicable title insurance policy; (d) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each such Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Lead Borrower; (e) such customary affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above; (f) evidence reasonably acceptable to the Administrative Agent of payment by Lead 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 recording of the Mortgages and issuance of the Title Policy/ies contemplated above; (g) favorable written opinions, addressed to the Collateral Agent and the Secured Parties, of local counsel to the Grantors in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Grantor granting the Mortgage on said Mortgaged Property is organized, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Grantor, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent and (h) certificates of insurance evidencing the insurance required under this Agreement, for the purpose of granting to the Administrative Collateral Agent a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations and shall pay all Taxes, costs, taxes and reasonable costs and expenses incurred by the Administrative Collateral Agent in recording such mortgageMortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or similar tax on the amount secured by such Mortgage, debenture or deed of trust, and then the amount secured by such Mortgage shall supply be limited to the Administrative Agent, at the Administrative Agent’s reasonable request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location fair market value (and, if necessary, evidence without requirement of Flood Insurance), environmental report, hazard insurance policy, and a mortgagee’s policy delivery of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage an appraisal or deed of trust and its status as a first Lien (subject to Permitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third third-party vendor; (ii) if such real property is located in a Special Flood Hazard Area, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Loan Partyvaluation) of such notice; and (iii) if such notice is required to be provided to Mortgaged Property, as reasonably determined by the Lead Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayed)good faith.

Liens on Real Property. In the event that STA Holdings, the Borrower, a Canadian Borrower, or any Loan Party owns or Subsidiary hereafter acquires any owned real property with a fair market value in excess of $1,000,000 (other than Excluded Propertyor its equivalent), no later than ninety (90) days after (x) STA Holdings or the Closing Date (in the case of any Borrower, as applicable, shall, or shall cause such real property owned as of the Closing Date) or (y) the date of the acquisition thereof (in the case of after acquired real property) orSubsidiary to, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any such later date as the Administrative Agent may determine in its reasonable discretion), such Loan Party shall execute and deliver to the Administrative Agent (or a security trustee therefor) a mortgage or deed of trust reasonably acceptable in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent for the benefit of itself, the Lenders, the L/C Issuer, the Canadian L/C Issuer and the Note Holders a Lien on such real property to secure the Secured Obligations and the Note Purchase Agreement Obligations; provided that if at any time the aggregate fair market value of all real estate owned by STA Holdings, the Borrower and the Subsidiaries for which no mortgage or deed of trust has been delivered to the Administrative Agent exceeds $5,000,000, then STA Holdings, the applicable Canadian Borrower, or the Borrower shall, or shall cause a Subsidiary to, deliver a mortgage as deed of trust on the real estate with the highest fair market value(s) until the fair market value of the unencumbered real estate is lower than $5,000,000. STA Holdings, the Borrower, the applicable Canadian Borrower, or the applicable Subsidiary shall pay all Taxestaxes, costs, costs and reasonable expenses incurred by the Administrative Agent in recording such mortgage, debenture mortgage or deed of trust, and shall within 60 days after the acquisition of such real property (or within 60 days after the Closing Date with respect to real property owned on such date), supply to the Administrative Agent, Agent at the Administrative Agent’s reasonable request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insurance), environmental report, hazard insurance policy, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted LiensLiens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding For greater certainty, all Liens granted by a Canadian Borrower, its Subsidiaries or any parent entity of a Canadian Borrower organized under the foregoinglaws of Canada shall only secure the Obligations owing to the Administrative Agent, the Administrative Agent shall not enter into any Mortgage Canadian Lenders and the Canadian L/C Issuer in respect of any real property until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a Special Flood Hazard Area, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt Obligations owing by the Borrower (or applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayed)Canadian Borrowers.

Liens on Real Property. In the event that Borrower or any Loan Party Guarantor owns or hereafter acquires a fee interest in any real property with a fair market value (other than Excluded Property)as reasonably determined in good faith by the Borrower) in excess of $10,000,000, no later than ninety (90) days after (x) at the Closing Date (in the case request of any such real property owned as of the Closing Date) or (y) the date of the acquisition thereof (in the case of after acquired real property) or, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any such later date as the Administrative Agent may determine in its reasonable sole discretion), Borrower shall, or shall cause such Loan Party shall Guarantor to, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Agent (or a security trustee therefor) a mortgage or deed of trust in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all Taxestaxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage, debenture mortgage or deed of trust, and shall supply to the Administrative Agent, at the Administrative Agent’s reasonable request and Agent at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insurance), environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted LiensLiens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding If at any time any real property located in the foregoingUnited States is pledged as Collateral hereunder, (i) the Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) the applicable Loan Party shall deliver to the Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) Borrower shall deliver to Administrative Agent evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into into, accept or record any Mortgage in respect of any real property until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents mortgage in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a Special Flood Hazard Area, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) until the Administrative Agent shall have received written confirmation from each Lender that flood insurance compliance has been completed by such Lender with respect to such real property (such written confirmation not to be unreasonably withheld or delayed). If any real property located in the Lenders that United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not reasonably satisfactory to be unreasonably conditioned, withheld or delayed)the Administrative Agent and each Lender.

Liens on Real Property. In the event that Borrower or any Loan Party Guarantor owns or hereafter acquires any real property with a book value of $3,000,000 or more, Borrower shall, or shall cause such Guarantor to, provide notice thereof to the Administrative Agent and, upon (other than Excluded Property), no later than ninety and within 30 days of (90) days after (x) the Closing Date (in the case of any such real property owned as of the Closing Date) or (y) the date of the acquisition thereof (in the case of after acquired real property) or, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any such later date as may be agreed to by the Administrative Agent may determine in its reasonable discretion)) the request of the Administrative Agent, such Loan Party shall execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Agent (or a security trustee therefor) a mortgage or deed of trust in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all Taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage, debenture mortgage or deed of trust, and shall supply to Administrative Agent (which shall supply the Administrative Agent, at same to the Administrative Agent’s reasonable request and Lenders) at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insurance), environmental report, hazard insurance policy, appraisal report, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each such real property location in the United States (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), to the extent that such real property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable Law, including Regulation H of the FRB, the National Flood Insurance Reform Act of 1994 and related legislation, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted LiensLiens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent (or requested by any Lender through the Administrative Agent Agent) in connection therewith. Notwithstanding the foregoing, the Administrative Agent ; provided that any such mortgage or deed of trust shall not enter into any Mortgage in respect of any real property be executed and delivered until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders have been provided an opportunity to review any such flood documentation referred to above and to confirm (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a Special Flood Hazard Area, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Partytheir reasonable discretion) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if documentation complies with such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayed)Lender’s internal requirements.

Liens on Real Property. In the event that Borrower or any Loan Party Guarantor owns or hereafter acquires any real property with a book value of $3,000,000 or more, Borrower shall, or shall cause such Guarantor to, provide notice thereof to the Administrative Agent and, upon (other than Excluded Property), no later than ninety and within 30 days of (90) days after (x) the Closing Date (in the case of any such real property owned as of the Closing Date) or (y) the date of the acquisition thereof (in the case of after acquired real property) or, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any such later date as may be agreed to by the Administrative Agent may determine in its reasonable discretion)) the request of the Administrative Agent, such Loan Party shall execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Agent (or a security trustee therefor) a mortgage or deed of trust in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all Taxes, costs, and expenses incurred by the 739016937 20664705 Administrative Agent in recording such mortgage, debenture mortgage or deed of trust, and shall supply to Administrative Agent (which shall supply the Administrative Agent, at same to the Administrative Agent’s reasonable request and Lenders) at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insurance), environmental report, hazard insurance policy, appraisal report, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each such real property location in the United States (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), to the extent that such real property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable Law, including Regulation H of the FRB, the National Flood Insurance Reform Act of 1994 and related legislation, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted LiensLiens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent (or requested by any Lender through the Administrative Agent Agent) in connection therewith. Notwithstanding the foregoing, the Administrative Agent ; provided that any such mortgage or deed of trust shall not enter into any Mortgage in respect of any real property be executed and delivered until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders have been provided an opportunity to review any such flood documentation referred to above and to confirm (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a Special Flood Hazard Area, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Partytheir reasonable discretion) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if documentation complies with such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayed)Lender’s internal requirements.

Liens on Real Property. (a) In the event that any Loan Party Borrower or any Guarantor owns or hereafter acquires (a) a fee interest in any real property or (other than Excluded Property), no later than ninety (90b) days after (x) the Closing Date (a leasehold interest in the case of any such real property owned as of deemed to be material by the Closing Date) or (y) the date of the acquisition thereof (in the case of after acquired real property) orAdministrative Agent and, in either case, if lateris required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or shall cause such Subsidiary to, (i) with respect to the date the conditions in the immediately succeeding sentence have been satisfied property set forth at clause (or, in any case, any such later date as the Administrative Agent may determine in its reasonable discretiona), such Loan Party shall execute and deliver to the Administrative Agent (or a security trustee therefor) and (ii) with respect to the property set forth at clause (b), use commercially reasonable best efforts to execute and deliver to the Administrative Agent (or a security trustee therefor), in each case within ninety (90) days (or such longer time period as the Administrative Agent may permit in its sole discretion) following any such acquisition, a mortgage or deed of trust acceptable in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Secured Obligations, Hedging Liability, and Bank Product Liability, shall pay all Taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage, debenture mortgage or deed of trust, and (other than with respect to any real property used solely in connection with the Pipeline and Transportation Systems) shall (x), if required by applicable Legal Requirements, supply to the Administrative Agent, Agent at the Administrative Agent’s reasonable request and at such Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insuranceflood insurance) and (y), if required by the Administrative Agent in its sole discretion (after giving due consideration to undue effort or expense relative to the benefits to be obtained by the Lenders therefrom), supply to the Administrative Agent at such Borrower’s cost and expense a survey, environmental report, hazard insurance policy, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted Liens) on the applicable Borrower’s or Subsidiary’s interest in the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a Special Flood Hazard Area, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Liens on Real Property. In the event that the Borrower or any Loan Party Subsidiary owns or hereafter acquires any real property (other than Excluded Property), no later than ninety (90) days after (x) the Closing Date (in the case of any such real property owned as of the Closing Date) or (y) the date of the acquisition thereof (in the case of after acquired real property) or, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (orBorrower shall, in any caseor shall cause such Subsidiary to, any such later date as the Administrative Agent may determine in its reasonable discretion), such Loan Party shall execute and deliver to the Administrative Agent (or a security trustee therefor) a mortgage or deed of trust acceptable in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such real property to secure the Secured ObligationsObligation, shall pay all Taxestaxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage, debenture mortgage or deed of trust, and shall supply to the Administrative Agent, Agent at the Administrative Agent’s reasonable request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insurance), environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding In the foregoingevent that the Borrower or any Subsidiary presently leases or hereafter leases real property, the Administrative Agent Borrower shall, or shall not enter into any Mortgage in respect of any real property until (a) cause such Subsidiary, to the date that occurs 10 days after extent requested by the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real propertyAgent: (i) to execute and deliver to the Administrative Agent (or a completed flood hazard determination from security trustee therefor) a third party vendor; leasehold mortgage or leasehold deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such real property to secure the Obligation, (ii) if such real property is located in a Special Flood Hazard Areato pay all taxes, (A) a notification to the Borrower (or applicable Loan Party) of that fact costs, and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt expenses incurred by the Borrower (Administrative Agent in recording such leasehold mortgage or applicable Loan Party) leasehold deed of such notice; and trust, (iii) if such notice is required to be provided deliver to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) the Administrative Agent shall have received written confirmation from such lessor and mortgagor consent, waivers, and other agreements as required by the Lenders that flood insurance due diligence Administrative Agent to ensure its access to the Collateral and flood insurance compliance has been completed its rights under such leasehold mortgage or leasehold deed of trust for such property, (iv) and to deliver to the Administrative Agent such written confirmation not to be unreasonably conditionedother instrument, withheld or delayed)documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.

Liens on Real Property. In the event that the Borrower or any Loan Party Guarantor owns or hereafter acquires any real property (other than Excluded Property), no later than ninety (90) days except in the case where such real property is acquired after (x) the Closing Date which the Borrower or such Guarantor intends to dispose of in a sale and leaseback transaction permitted by Section 8.10(h) provided that such sale and leaseback transaction is completed within five (in 5) Business Days (or such longer period reasonably acceptable to the case Administrative Agent) following the acquisition of any such real property owned as of and the Closing Date) or (y) the date of the acquisition thereof (in the case of after acquired real property) or, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any such later date as Borrower delivers to the Administrative Agent may determine in its reasonable discretionnot later than two days (or such longer period reasonably acceptable to the Administrative Agent) following the date such sale and leaseback is completed, an executed copy of the transaction document(s) pursuant to which such sale and leaseback transaction is to occur), the Borrower shall, or shall cause such Loan Party shall Guarantor to, execute and deliver to the Administrative Agent (or a security trustee therefor) a mortgage or deed of trust acceptable in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent (or a security trustee therefor) a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all Taxestaxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage, debenture mortgage or deed of trust, and shall supply to the Administrative Agent, to the extent required by the Administrative Agent in its reasonable discretion, at the Administrative Agent’s reasonable request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insurance), environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted LiensLiens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a Special Flood Hazard Area, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Liens on Real Property. In After the Amendment No. 2 Effective Date (other than during a Collateral and Guarantee Suspension Period), in the event that (i) any Loan Party owns or Grantor hereafter acquires any fee-owned real property having a fair market value in excess of $30 million (as determined by the Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuation) (other than any Excluded Property), no later than ninety (90) days after (x) the Closing Date (in the case of any such real property owned as of the Closing Date) or (yii) the date of Great Oaks Property ceases to constitute an Excluded Property, within 90 days following the acquisition thereof (in the case of after acquired real property) or, in either case, if later, or the date the conditions in the immediately succeeding sentence have been satisfied Great Oaks Property ceases to constitute an Excluded Property, as applicable (or, in any each case, any such later date longer period as to which the Administrative Agent may determine in its reasonable discretionconsent), the Borrower shall, or shall cause such Loan Party shall Grantor to execute and deliver to the Administrative Collateral Agent (or a security trustee therefor), (a) a Mortgage encumbering such Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Grantor that is the owner of such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable requirements of law, and such financing statements and any other instruments necessary to grant a mortgage or deed lien under the laws of trust any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; (b) with respect to each Mortgage, a title insurance policy (or marked up lender’s title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount of the fair market value (as determined by the Borrower in good faith) of such Mortgaged Property and fixtures, which policy (or such marked up commitment) (each, a “Title Policy”) shall (A) be issued by a nationally recognized title insurance company (the “Title Company”), (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) have been supplemented by such endorsements as shall be reasonably requested by the Administrative Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning (it being agreed that Administrative Agent shall accept zoning reports in lieu of zoning endorsements in any jurisdiction where the cost of such endorsements exceeds $1,000 per property), contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), such Title Policy shall not include a general mechanic’s lien exception, and (D) contain no exceptions to title other than Permitted Liens; (c) ALTA/ACSM surveys with respect to each such Mortgaged Property; provided, however, that an ALTA/ACSM survey shall not be required to the extent that (x) an existing survey together with an “affidavit of no change” satisfactory to the Title Company is delivered to the Collateral Agent and the Title Company and (y) the Title Company removes the standard survey exception and provides reasonable and customary survey related endorsements and other coverages in the applicable title insurance policy; (d) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each such Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower; (e) such customary affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above; (f) evidence reasonably acceptable to the Administrative Agent of payment by 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 recording of the Mortgages and issuance of the Title Policy/ies contemplated above; (g) favorable written opinions, addressed to the Collateral Agent and the Secured Parties, of local counsel to the Grantors in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Grantor granting the Mortgage on said Mortgaged Property is organized, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Grantor, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent and (h) certificates of insurance evidencing the insurance required under this Agreement, for the purpose of granting to the Administrative Collateral Agent a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations and shall pay all Taxes, costs, taxes and reasonable costs and expenses incurred by the Administrative Collateral Agent in recording such mortgageMortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or similar tax on the amount secured by such Mortgage, debenture or deed of trust, and then the amount secured by such Mortgage shall supply be limited to the Administrative Agent, at the Administrative Agent’s reasonable request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location fair market value (and, if necessary, evidence without requirement of Flood Insurance), environmental report, hazard insurance policy, and a mortgagee’s policy delivery of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity an appraisal or other third-party valuation) of such mortgage or deed of trust and its status Mortgaged Property, as a first Lien (subject to Permitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a Special Flood Hazard Area, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt determined by the Borrower (or applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayed)good faith.

Liens on Real Property. In After the Closing Date and until the occurrence of the Assumption, in the event that any Loan Party owns or Grantor hereafter acquires any fee-owned real property having a fair market value in excess of $30 million (as determined by Parent in good faith and without requirement of delivery of an appraisal or other third-party valuation) (other than any Excluded Property), no later than ninety (90) within 90 days after (x) the Closing Date (in the case of any such real property owned as of the Closing Date) or (y) the date of following the acquisition thereof (in the case of after acquired real property) or, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any or such later date longer period as to which the Administrative Agent may determine in its reasonable discretionconsent), Parent shall, or shall cause such Loan Party shall Grantor to (i) execute and deliver to the Administrative Collateral Agent (or a security trustee therefor) a mortgage Mortgage, title policy, ALTA survey, if required by the title company issuing the title policy (or deed no-change affidavits in connection with existing surveys), and certificates of trust insurance evidencing the insurance required under this Agreement, in form and substance reasonably acceptable each case similar to the Administrative Mortgage, title policy, certificates of insurances and opinions of counsel delivered to the Collateral Agent pursuant to Schedule 6.24 for the purpose of granting to the Administrative Collateral Agent a Lien on such real property to secure the Secured Obligations, Obligations and shall pay all Taxes, costs, taxes and reasonable costs and expenses incurred by the Administrative Collateral Agent in recording such mortgageMortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or similar tax on the amount secured by such Mortgage, debenture or deed of trust, and then the amount secured by such Mortgage shall supply be limited to the Administrative Agent, at the Administrative Agent’s reasonable request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location fair market value (and, if necessary, evidence without requirement of Flood Insurance), environmental report, hazard insurance policy, and a mortgagee’s policy delivery of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity an appraisal or other third-party valuation) of such mortgage or deed of trust Mortgaged Property, as reasonably determined by Parent in good faith and its status as a first Lien (subject to Permitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in provide the Collateral Agent with a Special completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Area, Determination with respect to each Mortgaged Property (A) together with a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that notice about special flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) hazard area status and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, disaster assistance duly executed by Parent and (b) the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayedeach applicable Grantor relating thereto).

Liens on Real Property. The Obligations shall be secured by a valid and enforceable first priority Lien on the Required Mortgaged Premises pursuant to the Mortgages. In the event that Borrower or any Loan Party Subsidiary owns or hereafter acquires any real property (other than Excluded Property)Required Mortgaged Premises, no later than ninety (90) days after (x) the Closing Date (in the case of any Borrower shall, or shall cause such real property owned as of the Closing Date) or (y) the date of the acquisition thereof (in the case of after acquired real property) orSubsidiary to, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any such later date as the Administrative Agent may determine in its reasonable discretion), such Loan Party shall execute and deliver to the Administrative Agent (or a security trustee therefor) a mortgage or deed of trust acceptable in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent for the benefit of the Lenders (or a security trustee therefor) a Lien on such real property to secure the Secured Obligations, shall pay all Taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage, debenture mortgage or deed of trust, and shall supply to the Administrative Agent, at the Administrative Agent’s reasonable request and Agent at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insurance), environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted LiensLiens expressly permitted by this Agreement) on the real property encumbered thereby such Required Mortgaged Premises and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding Further, if at any time any Required Mortgaged Premises is pledged as Collateral hereunder, (A) the foregoingAdministrative Agent shall provide to the Lenders at least forty-five (45) days’ prior written notice to the pledge of such real property as Collateral, (B) each Lender shall provide to the Borrower standard flood hazard determination forms, (C) if any property is located in a special flood hazard area, (1) each Lender shall deliver notice to the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (2) Borrower shall deliver to the Administrative Agent evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Administrative Agent or any Lender, and (D) the Administrative Agent shall not enter into into, accept or record any Mortgage in respect of any real property until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents mortgage in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a Special Flood Hazard Area, (A) a notification to the Borrower (or applicable Loan Party) of that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, and (b) until the Administrative Agent shall have received written confirmation from the Lenders each Lender that flood insurance compliance has been completed by such Lender with respect to such real property (such written confirmation not to be unreasonably withheld or delayed). If any Required Mortgaged Premises is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance has been completed (such written confirmation not reasonably satisfactory to be unreasonably conditioned, withheld or delayed)the Administrative Agent and each Lender.