Common use of Real Estate Collateral Clause in Contracts

Real Estate Collateral. The Obligations shall also be secured by (i) Mortgages and fixture filings upon all Mortgaged Property and Fixtures owned by each Grantor and listed on Schedule 2.2 and (ii) to the extent not excluded from “Collateral” pursuant to clause (i) of Section 2.1, all Real Property acquired in fee simple following the Issue Date with a book value of $2.0 million or more as of the date of acquisition (or, if later, upon the date of acquisition or completion of construction of any improvements thereon) (a “Specified Real Property”) and the Grantors shall provide a Mortgage in favor of the Agent in any Specified Real Property within 90 days following the date of acquisition thereof (or, if later, upon the date such Real Property becomes a Specified Real Property) subject only to those encumbrances and such other similar items which Grantors determine in good faith are consistent with those permitted to exist on the Mortgaged Property on the Issue Date. The amount of Obligations secured by any Real Property which becomes a Mortgaged Property following the Issue Date may be limited to an amount equal to at least 100% of the Fair Market Value of such Mortgaged Property in the event that securing a greater principal amount of Obligations would require the payment of recording or similar taxes in excess of $5,000. In the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Date, the Grantors shall notify the Agent thereof in writing and take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Note Obligations. In connection with the provision of any Mortgage or any amendment to any Mortgage pursuant this Section 2.2, the related Grantors will provide (i) an opinion of counsel which the Grantors determine in good faith to be consistent with those provided on the Issue Date, (ii) a title insurance policy (or amendments to existing title insurance policy) providing title insurance in an amount determined in good faith by the Company to be consistent with the manner in which the amounts were determined on the Issue Date and including such endorsements, exceptions and other similar items which the Grantors determine in good faith are consistent with those provided on the Issue Date, (iii) evidence of flood insurance, if such property is located in a special flood hazard area, (iv) survey (or an existing survey together with an “affidavit of no change” to the extent necessary for the title insurance company to issue the title insurance policy without the so called standard “survey” exception and with all survey related endorsements consistent with those provided on the Issue Date), and (v) such other items which the Grantors determine in good faith are consistent with those provided on the Issue Date.

Real Estate Collateral. The Obligations shall also be secured by Mortgages upon (x) all Real Estate owned by Obligors described on Schedule 7.3 and (y) all leasehold interests in Real Estate described on Schedule 7.3. The Agent may amend Schedule 7.3 from time to time to reflect thereon any Real Estate that constitutes Eligible Real Estate. The Mortgages shall be duly recorded, at Borrowers’ expense, in each office where such recording is required to constitute a fully perfected Lien on the Real Estate covered thereby. If any Obligor acquires (or otherwise desires to mortgage) any fee or leasehold interest in any Real Estate after the Fifth Amendment Closing Date, the Borrower Agent shall within ten (10) Business Days furnish to Agent a description of any such Real Estate in detail satisfactory to Agent and, upon written request of Agent (or the at the election of the Borrower Agent), the applicable Obligor shall forthwith (but in any event within sixty (60) days), (i), execute, deliver and record a Mortgage sufficient to create a first priority perfected Lien (or, where such Real Estate is subject to Permitted Purchase Money Debt and the documents evidencing such Debt permit Agent to hold a lien junior in priority on such Real Estate, a Lien junior in priority) Mortgages and fixture filings upon all Mortgaged Property and Fixtures owned by each Grantor and listed in favor of Agent on Schedule 2.2 such Real Estate and (ii) deliver all Related Real Estate Documents. Notwithstanding anything to the extent contrary in this Section 7.3, the Agent agrees that it shall not excluded from “Collateral” pursuant request that any Obligor mortgage to clause the Agent any Real Estate (i) encumbered by Permitted Purchase Money Debt, the terms of Section 2.1, all which expressly prohibit a Lien junior in priority on such Real Property acquired in fee simple following the Issue Date with Estate or (ii) having a book value of less than (x) $2.0 million 5,000,000, individually or more as of (y) $25,000,000, in the date of acquisition (oraggregate for all such Real Estate; provided that, if laterfor the avoidance doubt, upon the date of acquisition or completion of construction of any improvements thereon) (a “Specified Real Property”) and the Grantors foregoing restriction shall provide a Mortgage in favor of not obligate the Agent to release any Lien on Real Estate or other Collateral in any Specified Real Property within 90 days following the date of acquisition thereof (or, if later, upon the date such Real Property becomes a Specified Real Property) subject only to those encumbrances and such other similar items which Grantors determine in good faith are consistent with those permitted to exist existence on the Mortgaged Property on the Issue Fourth Amendment Closing Date. The amount of Obligations secured by Agent may amend Schedule 7.3 from time to time to reflect thereon any Real Property which becomes a Mortgaged Property following the Issue Date may be limited to an amount equal to at least 100% of the Fair Market Value of such Mortgaged Property Estate that constitutes EligibleNotwithstanding anything in the event that securing a greater principal amount of Obligations would require the payment of recording or similar taxes in excess of $5,000. In the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Date, the Grantors shall notify the Agent thereof in writing and take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Note Obligations. In connection with the provision of any Mortgage this Loan Agreement (including this Section 7.3) or any amendment other Loan Document to the contrary, no Obligor shall deliver, execute or record any Mortgage pursuant to this Section 2.2, 7.3 until the related Grantors will provide Agent and each Tranche A Lender shall have confirmed (i) an opinion of counsel which the Grantors determine in good faith such confirmation not to be consistent unreasonably withheld, conditioned or delayed) that it has completed its flood insurance due diligence and flood insurance compliance with those provided on the Issue Date, (ii) a title insurance policy (or amendments respect to existing title insurance policy) providing title insurance in an amount determined in good faith by the Company to be consistent with the manner in which the amounts were determined on the Issue Date and including such endorsements, exceptions and other similar items which the Grantors determine in good faith are consistent with those provided on the Issue Date, (iii) evidence of flood insurance, if such property is located in a special flood hazard area, (iv) survey (or an existing survey together with an “affidavit of no change” to the extent necessary for the title insurance company to issue the title insurance policy without the so called standard “survey” exception and with all survey related endorsements consistent with those provided on the Issue Date), and (v) such other items which the Grantors determine in good faith are consistent with those provided on the Issue DateReal Estate.

Real Estate Collateral. The Obligations shall also be secured by (i) Mortgages and fixture filings Fixtures upon all Mortgaged Property and Fixtures owned by each Grantor and listed on Schedule 2.2 2.3 and (ii) to the extent not excluded from “Collateral” pursuant to clause (i) of the last paragraph of Section 2.1, all Real Property acquired in fee simple following the Issue Date with a book value of $2.0 million 10,000,000 or more as of the date of acquisition (or, if later, upon the date of acquisition or completion of construction of any improvements thereon) (a “Specified Real Property”) and the Grantors shall provide a Mortgage in favor of the Agent in any Specified Real Property within 90 days following the date of acquisition thereof (or, if later, upon the date such Real Property becomes a Specified Real Property) subject only to those encumbrances and such other similar items which Grantors determine in good faith are consistent with those permitted to exist on the Mortgaged Property on the Issue Date). The amount of Obligations secured by any Real Property which becomes a Mortgaged Property following the Issue Date may be limited to an amount equal to at least 100% of the Fair Market Value of such Mortgaged Property in the event that securing a greater principal amount of Obligations would require the payment of recording or similar taxes in excess of $5,000. In the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Date, the Grantors shall notify the Agent thereof in writing and take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Note Obligations. In connection with the provision of any new Mortgage or any amendment to any Mortgage pursuant to this Section 2.22.3, the related Grantors will provide (ia) an opinion of counsel which the Grantors determine in good faith to be form and substance consistent with those provided on the Issue Date, (iib) a UCC-1 fixture filings, (c) title insurance policy (or amendments to existing title insurance policy) providing title insurance searches in an amount determined in good faith by the Company to be consistent with the manner in which the amounts were determined on the Issue Date form and including such endorsements, exceptions and other similar items which the Grantors determine in good faith are substance consistent with those provided on the Issue DateDate conducted by a title insurer which reflects that such Mortgaged Property is free and clear of all defects and encumbrances except Permitted Collateral Liens, (iiid) evidence a “Life of flood insurance, if such property is located Loan” Federal Emergency Management Agency Standard Flood Hazard Determination in a special flood hazard area, (iv) survey (or an existing survey together with an “affidavit of no change” to the extent necessary for the title insurance company to issue the title insurance policy without the so called standard “survey” exception each case in form and with all survey related endorsements substance consistent with those provided on the Issue Date)Date and, if applicable, evidence of flood insurance, (e) ExpressMaps issued by FirstAmerican Title Insurance Company ExpressMap Division in form and substance consistent with those provided on the Issue Date together with a written certificate executed by an officer of the Company stating that the material improvements utilized in connection with each Mortgaged Property to such officer’s knowledge, after due inquiry, are located within such Mortgaged Property as depicted on the ExpressMap within the boundaries of such Mortgaged Property as depicted on such ExpressMap and (vf) such other items which the Grantors determine in good faith are consistent with those provided on the Issue Date.

Real Estate Collateral. The Obligations Borrowers shall, and shall also cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Amendment No. 3 Effective Date (or such longer period as the Collateral Agent may agree in its sole discretion), (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Amendment, which mortgage amendment shall be secured by in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (ib) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and fixture filings upon all Mortgaged Property in form and Fixtures owned by each Grantor and listed on Schedule 2.2 substance reasonably acceptable to the Collateral Agent and (iid) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided that if and to the extent not excluded from “Collateral” pursuant that on or prior to clause the Amendment No. 3 Effective Date the Borrowers deliver to the Collateral Agent (i) of Section 2.1, all Real Property acquired in fee simple following the Issue Date with a book value of $2.0 million or more as of the date of acquisition (or, if later, upon the date of acquisition or completion of construction of any improvements thereon) (a “Specified Real Property”) and the Grantors shall provide a Mortgage in favor of the Agent in any Specified Real Property within 90 days following the date of acquisition thereof (or, if later, upon the date such Real Property becomes a Specified Real Property) subject only to those encumbrances and such other similar items which Grantors determine in good faith are consistent with those permitted to exist on the Mortgaged Property on the Issue Date. The amount of Obligations secured by any Real Property which becomes a Mortgaged Property following the Issue Date may be limited to an amount equal to at least 100% of the Fair Market Value of such Mortgaged Property in the event that securing a greater principal amount of Obligations would require the payment of recording or similar taxes in excess of $5,000. In the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Date, the Grantors shall notify the Agent thereof in writing and take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Note Obligations. In connection with the provision of any Mortgage or any amendment to any Mortgage pursuant this Section 2.2, the related Grantors will provide (ix) an opinion of local counsel which in form and substance reasonably acceptable to the Grantors determine Collateral Agent affirming that no amendment to an existing Mortgage is necessary for such Mortgage to remain in good faith full force and effect and to be consistent with those provided on secure the Issue DateObligations, as modified by the transactions contemplated by this Amendment, as well as (iiy) a title insurance policy report (or amendments to existing title insurance policyupdate) providing title insurance in an amount determined in good faith showing no Liens, other than Liens permitted by the Company applicable Mortgage, have arisen with respect to be consistent with the manner in which the amounts were determined on the Issue Date and including such endorsements, exceptions and other similar items which the Grantors determine in good faith are consistent with those provided on the Issue Date, (iii) evidence of flood insurance, if such property is located since the date of the latest title policy or date-down endorsement, then the Collateral Agent will accept such deliveries in a special flood hazard area, lieu of the requirements set forth in clauses (iva) survey through (or an existing survey together d) of this sentence with an “affidavit respect to such property. All of no change” to the extent necessary for the title insurance company to issue the title insurance policy without the so called standard “survey” exception and with all survey related endorsements consistent with those provided on the Issue Date)actions referenced above shall be taken, and (v) such documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other items which the Grantors determine in good faith are consistent with those provided on the Issue Dateassociated costs related thereto.

Real Estate Collateral. The Obligations Borrowers shall, and shall also cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Incremental Loan Funding Date (or such longer period as the Collateral Agent may agree in its sole discretion), (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be secured by in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (ib) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and fixture filings upon all Mortgaged Property in form and Fixtures owned by each Grantor and listed on Schedule 2.2 substance reasonably acceptable to the Collateral Agent and (iid) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided that if and to the extent not excluded from “Collateral” pursuant that on or prior to clause the Incremental Loan Funding Date the Borrowers deliver to the Collateral Agent (i) of Section 2.1, all Real Property acquired in fee simple following the Issue Date with a book value of $2.0 million or more as of the date of acquisition (or, if later, upon the date of acquisition or completion of construction of any improvements thereon) (a “Specified Real Property”) and the Grantors shall provide a Mortgage in favor of the Agent in any Specified Real Property within 90 days following the date of acquisition thereof (or, if later, upon the date such Real Property becomes a Specified Real Property) subject only to those encumbrances and such other similar items which Grantors determine in good faith are consistent with those permitted to exist on the Mortgaged Property on the Issue Date. The amount of Obligations secured by any Real Property which becomes a Mortgaged Property following the Issue Date may be limited to an amount equal to at least 100% of the Fair Market Value of such Mortgaged Property in the event that securing a greater principal amount of Obligations would require the payment of recording or similar taxes in excess of $5,000. In the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Date, the Grantors shall notify the Agent thereof in writing and take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Note Obligations. In connection with the provision of any Mortgage or any amendment to any Mortgage pursuant this Section 2.2, the related Grantors will provide (ix) an opinion of local counsel which in form and substance reasonably acceptable to the Grantors determine Collateral Agent affirming that no amendment to an existing Mortgage is necessary for such Mortgage to remain in good faith full force and effect and to be consistent with those provided on secure the Issue DateObligations, as modified by the transactions contemplated by this Incremental Amendment, as well as (iiy) a title insurance policy report (or amendments to existing title insurance policyupdate) providing title insurance in an amount determined in good faith showing no Liens, other than Liens permitted by the Company applicable Mortgage, have arisen with respect to be consistent with the manner in which the amounts were determined on the Issue Date and including such endorsements, exceptions and other similar items which the Grantors determine in good faith are consistent with those provided on the Issue Date, (iii) evidence of flood insurance, if such property is located since the date of the latest title policy or date-down endorsement, then the Collateral Agent will accept such deliveries in a special flood hazard area, lieu of the requirements set forth in clauses (iva) survey through (or an existing survey together d) of this sentence with an “affidavit respect to such property. All of no change” to the extent necessary for the title insurance company to issue the title insurance policy without the so called standard “survey” exception and with all survey related endorsements consistent with those provided on the Issue Date)actions referenced above shall be taken, and (v) such documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other items which the Grantors determine in good faith are consistent with those provided on the Issue Dateassociated costs related thereto.

Real Estate Collateral. The Obligations shall also be secured by Mortgages upon (ix) Mortgages and fixture filings upon all Mortgaged Property and Fixtures Real Estate owned by each Grantor and listed Obligors described on Schedule 2.2 7.3 and (iiy) all leasehold interests in Real Estate described on Schedule 7.3. The Mortgages shall be duly recorded, at Borrowers’ expense, in each office where such recording is required to constitute a fully perfected Lien on the Real Estate covered thereby. If any Obligor acquires any fee ownership in any Real Estate after the Closing Date (unless such Real Estate is encumbered by Permitted Purchase Money Debt, the terms of which expressly prohibit a Lien on such Real Estate junior in priority to the extent not excluded from “Collateral” pursuant applicable Purchase Money Lien and to clause (ithe Debt under the First Lien Debt Documents) of Section 2.1, all Real Property acquired in fee simple following the Issue Date with having a book value of $2.0 million or more as of the date of acquisition (or, if later, upon the date of acquisition or completion of construction of any improvements thereon) (a “Specified Real Property”) and the Grantors shall provide a Mortgage in favor of the Agent in any Specified Real Property within 90 days following the date of acquisition thereof (or, if later, upon the date such Real Property becomes a Specified Real Property) subject only to those encumbrances and such other similar items which Grantors determine in good faith are consistent with those permitted to exist on the Mortgaged Property on the Issue Date. The amount of Obligations secured by any Real Property which becomes a Mortgaged Property following the Issue Date may be limited to an amount equal to at least 100% of the Fair Market Value of such Mortgaged Property in the event that securing a greater principal amount of Obligations would require the payment of recording or similar taxes in excess of $5,000. In the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Date, the Grantors shall notify the Agent thereof in writing and take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Note Obligations. In connection with the provision of any Mortgage or any amendment to any Mortgage pursuant this Section 2.2, the related Grantors will provide (i) an opinion of counsel which the Grantors determine in good faith to be consistent with those provided on the Issue Date, (ii) a title insurance policy 5,750,000 (or amendments lesser amount only if a Mortgage covering such Real Estate is delivered to existing title insurance policy) providing title insurance in an amount determined in good faith by the Company First Lien Agent), such Obligor shall, within 60 days, execute, deliver and record a Mortgage sufficient to be consistent with the manner in which the amounts were determined on the Issue Date and including such endorsementscreate a first priority perfected Lien, exceptions and other similar items which the Grantors determine in good faith are consistent with those provided on the Issue Date, (iii) evidence of flood insurance, if such property is located in a special flood hazard area, (iv) survey (or an existing survey together with an “affidavit of no change” subject to the extent necessary for Lien securing the title insurance company Debt under the First Lien Debt Documents (or, where such Real Estate is subject to issue Permitted Purchase Money Debt and the title insurance policy without documents evidencing such Debt permit Agent to hold a lien on such Real Estate junior in priority to the applicable Purchase Money Lien and to the Debt under the First Lien Debt Documents, a Lien so called standard “survey” exception and with all survey related endorsements consistent with those provided junior in priority) in favor of Agent on the Issue Date)such Real Estate, and (v) such other items which shall deliver all Related Real Estate Documents. The Agent shall amend Schedule 7.3 to reflect thereon any Real Estate that becomes subject to the Grantors determine requirements set forth in good faith are consistent with those provided on the Issue preceding sentence after the Closing Date.

Real Estate Collateral. The Obligations In the event that following the Issue Date, any Grantor shall also be secured by acquire any fee simple ownership interest in any parcel of Real Property (i) Mortgages and fixture filings upon all Mortgaged Property and Fixtures owned by each Grantor and listed on Schedule 2.2 and (ii) except to the extent not excluded from “Collateral” pursuant subject to clause a Lien permitted by clauses (id), (g), (j) or (p) (as it relates to any of the foregoing) of Section 2.1, all Real Property acquired the definition of “Permitted Liens” in fee simple following the Issue Date Indenture to the extent the documentation relating to such Lien prohibits the granting of a Lien thereon to secure the Secured Obligations) with a book value Fair Market Value in excess of $2.0 million or more 5,000,000 as of the date of acquisition (or, if later, upon the date of acquisition or completion of construction of any improvements thereon) (a “Specified Real Property”) and the Grantors ), such Grantor shall provide a Mortgage in favor of the Collateral Agent in any such Specified Real Property within 90 120 days following the date of acquisition thereof (or, if later, upon the date such Real Property becomes a Specified Real Property) subject only to those encumbrances and such other similar items which Grantors determine in good faith are consistent with those permitted to exist on the Mortgaged Property on the Issue Date. The amount of Obligations secured by any Real Property which becomes a Mortgaged Property following the Issue Date may be limited to an amount equal to at least 100% of the Fair Market Value of such Mortgaged Property in the event that securing a greater principal amount of Obligations would require the payment of recording or similar taxes in excess of $5,000thereof. In the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Datedate any Mortgage is provided, the Grantors shall notify the Collateral Agent thereof in writing and within 120 days following such incurrence take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Note Obligationsby such Mortgage. In connection with the provision of any new Mortgage or any amendment to any Mortgage pursuant to this Section 2.23, the related Grantors will provide (ia) an opinion Opinion of counsel which the Grantors determine in good faith to be consistent with those provided Counsel stating that such Mortgage creates an enforceable Lien on the Issue Date, (ii) a title insurance policy (or amendments to existing title insurance policy) providing title insurance applicable Specified Real Property in an amount determined in good faith by favor of the Company to be consistent with the manner in which the amounts were determined on the Issue Date and including such endorsements, exceptions and other similar items which the Grantors determine in good faith are consistent with those provided on the Issue Date, (iii) evidence of flood insuranceCollateral Agent or, if such property is located in a special flood hazard areaapplicable, (iv) survey (or an existing survey together with an “affidavit of no change” the relevant Additional Pari Passu Agent, to secure the Secured Obligations, subject to the extent necessary for the title insurance company to issue the title insurance policy without the so called standard “survey” exception assumptions and with all survey related endorsements consistent with those provided on the Issue Date)qualifications specified therein, and (vb) UCC-1 fixture filings relating to such other items which Specified Real Property filed in the Grantors determine in good faith are consistent with those provided on the Issue Dateappropriate filing office.

Real Estate Collateral. The Obligations shall also be secured by Mortgages upon (x) all Real Estate owned by Obligors described on Schedule 7.3 and (y) all leasehold interests in Real Estate described on Schedule 7.3. The Mortgages shall be duly recorded, at Borrowers’ expense, in each office where such recording is required to constitute a fully perfected Lien on the Real Estate covered thereby. If any Obligor acquires (or otherwise desires to mortgage) any fee or leasehold interest in any Real Estate after the Closing Date, the Borrower Agent shall within ten (10) Business Days furnish to Agent a description of any such Real Estate in detail satisfactory to Agent and, upon written request of Agent (or the at the election of the Borrower Agent), the applicable Obligor shall forthwith (but in any event within sixty (60) days), (i) Mortgages execute, deliver and fixture filings upon all Mortgaged Property record a Mortgage sufficient to create a first priority perfected Lien (or, where such Real Estate is subject to Permitted Purchase Money Debt and Fixtures owned by each Grantor and listed the documents evidencing such Debt permit Agent to hold a lien junior in priority on Schedule 2.2 such Real Estate, a Lien junior in priority) in favor of Agent on such Real Estate and (ii) deliver all Related Real Estate Documents. Notwithstanding anything to the extent contrary in this Section 7.3, the Agent agrees that it shall not excluded from “Collateral” pursuant request that any Obligor mortgage to clause the Agent any Real Estate (i) encumbered by Permitted Purchase Money Debt, the terms of Section 2.1, all Real Property acquired which expressly prohibit a Lien junior in fee simple following the Issue Date with a book value of $2.0 million or more as of the date of acquisition (or, if later, upon the date of acquisition or completion of construction of any improvements thereon) (a “Specified Real Property”) and the Grantors shall provide a Mortgage in favor of the Agent in any Specified Real Property within 90 days following the date of acquisition thereof (or, if later, upon the date priority on such Real Property becomes a Specified Real Property) subject only to those encumbrances and such other similar items which Grantors determine in good faith are consistent with those permitted to exist on the Mortgaged Property on the Issue Date. The amount of Obligations secured by any Real Property which becomes a Mortgaged Property following the Issue Date may be limited to an amount equal to at least 100% of the Fair Market Value of such Mortgaged Property in the event that securing a greater principal amount of Obligations would require the payment of recording Estate or similar taxes in excess of $5,000. In the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Date, the Grantors shall notify the Agent thereof in writing and take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Note Obligations. In connection with the provision of any Mortgage or any amendment to any Mortgage pursuant this Section 2.2, the related Grantors will provide (i) an opinion of counsel which the Grantors determine in good faith to be consistent with those provided on the Issue Date, (ii) having a title insurance policy value of less than (x) $5,000,000, individually or amendments (y) $25,000,000, in the aggregate for all such Real Estate. The Agent may amend Schedule 7.3 from time to existing title insurance policy) providing title insurance in an amount determined in good faith by the Company time to be consistent with the manner in which the amounts were determined on the Issue Date and including such endorsements, exceptions and other similar items which the Grantors determine in good faith are consistent with those provided on the Issue Date, (iii) evidence of flood insurance, if such property is located in a special flood hazard area, (iv) survey (or an existing survey together with an “affidavit of no change” to the extent necessary for the title insurance company to issue the title insurance policy without the so called standard “survey” exception and with all survey related endorsements consistent with those provided on the Issue Date), and (v) such other items which the Grantors determine in good faith are consistent with those provided on the Issue Datereflect thereon any Real Estate that constitutes Eligible Real Estate.”

Real Estate Collateral. The Obligations shall also be secured by Mortgages upon (x) all Real Estate owned by Obligors described on Schedule 7.3 and (y) all leasehold interests in Real Estate described on Schedule 7.3. The Mortgages shall be duly recorded, at Borrowers’ expense, in each office where such recording is required to constitute a fully perfected Lien on the Real Estate covered thereby. If any Obligor acquires (or otherwise desires to mortgage) any fee or leasehold interest in any Real Estate after the Closing Date, the Borrower Agent shall within ten (10) Business Days furnish to Agent a description of any such Real Estate in detail satisfactory to Agent and, upon written request of Agent (or the at the election of the Borrower Agent), the applicable Obligor shall forthwith (but in any event within sixty (60) days), (i) Mortgages execute, deliver and fixture filings upon all Mortgaged Property record a Mortgage sufficient to create a first priority perfected Lien (or, where such Real Estate is subject to Permitted Purchase Money Debt and Fixtures owned by each Grantor and listed the documents evidencing such Debt permit Agent to hold a lien junior in priority on Schedule 2.2 such Real Estate, a Lien junior in priority) in favor of Agent on such Real Estate and (ii) deliver all Related Real Estate Documents. Notwithstanding anything to the extent contrary in this Section 7.3, the Agent agrees that it shall not excluded from “Collateral” pursuant request that any Obligor mortgage to clause the Agent any Real Estate (i) encumbered by Permitted Purchase Money Debt, the terms of Section 2.1, all which expressly prohibit a Lien junior in priority on such Real Property acquired in fee simple following the Issue Date with Estate or (ii) having a book value of less than (x) $2.0 million 5,000,000, individually or more as of (y) $25,000,000, in the date of acquisition (oraggregate for all such Real Estate; provided that, if laterfor the avoidance doubt, upon the date of acquisition or completion of construction of any improvements thereon) (a “Specified Real Property”) and the Grantors foregoing restriction shall provide a Mortgage in favor of not obligate the Agent to release any Lien on Real Estate or other Collateral in any Specified Real Property within 90 days following the date of acquisition thereof (or, if later, upon the date such Real Property becomes a Specified Real Property) subject only to those encumbrances and such other similar items which Grantors determine in good faith are consistent with those permitted to exist existence on the Mortgaged Property on the Issue Fourth Amendment Closing Date. The amount of Obligations secured by Agent may amend Schedule 7.3 from time to time to reflect thereon any Real Property which becomes a Mortgaged Property following the Issue Date may be limited to an amount equal to at least 100% of the Fair Market Value of such Mortgaged Property in the event Estate that securing a greater principal amount of Obligations would require the payment of recording or similar taxes in excess of $5,000. In the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Date, the Grantors shall notify the Agent thereof in writing and take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Note Obligations. In connection with the provision of any Mortgage or any amendment to any Mortgage pursuant this Section 2.2, the related Grantors will provide (i) an opinion of counsel which the Grantors determine in good faith to be consistent with those provided on the Issue Date, (ii) a title insurance policy (or amendments to existing title insurance policy) providing title insurance in an amount determined in good faith by the Company to be consistent with the manner in which the amounts were determined on the Issue Date and including such endorsements, exceptions and other similar items which the Grantors determine in good faith are consistent with those provided on the Issue Date, (iii) evidence of flood insurance, if such property is located in a special flood hazard area, (iv) survey (or an existing survey together with an “affidavit of no change” to the extent necessary for the title insurance company to issue the title insurance policy without the so called standard “survey” exception and with all survey related endorsements consistent with those provided on the Issue Date), and (v) such other items which the Grantors determine in good faith are consistent with those provided on the Issue Dateconstitutes Eligible Real Estate.

Real Estate Collateral. The Obligations shall also be secured by (ia) Mortgages and fixture filings upon all Mortgaged Property and Fixtures certain Non-Landfill Real Estate owned by each Grantor and listed on Schedule 2.2 and (ii) to the extent not excluded from “Collateral” pursuant to clause (i) of Section 2.1, all Real Property acquired in fee simple following the Issue Date with a book value of $2.0 million or more Borrowers as of the date of acquisition Closing Date and identified on Schedule 7.3.1(b), and all Permitted Additional Real Estate (orthe “Primary Mortgages”), if laterand (b) except as Agent otherwise agrees, upon the date of acquisition or completion of construction of Mortgages on any improvements thereon) (a “Specified other Real Property”) and the Grantors shall provide a Mortgage in favor of the Agent in any Specified Real Property within 90 days following the date of acquisition thereof (or, if later, upon the date such Real Property becomes a Specified Real Property) subject only to those encumbrances and such other similar items which Grantors determine in good faith are consistent with those permitted to exist on the Mortgaged Property on the Issue Date. The amount of Obligations secured Estate owned by any Real Property which becomes Obligor with a Mortgaged Property following the Issue Date may be limited to an amount equal to at least 100% of the Fair Market Value of such Mortgaged Property in the event that securing a greater principal amount of Obligations would require the payment of recording or similar taxes net book value in excess of $5,000. In 1,000,000 (which Real Estate, as of the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Closing Date, is listed on Schedule 7.3.1(c)) (collectively, the Grantors “Supplemental Mortgages”). The Borrowers shall notify deliver the Supplemental Mortgages for the Real Estate listed on Schedule 7.3.1(c) within 30 days after the Closing Date (or such later date agreed by the Agent). Schedule 7.3.1(d) sets forth, as of the Closing Date, all Real Estate other than the Real Estate described on Schedule 7.3.1(b) and Schedule 7.3.1(c) owned by the Borrowers. The Primary Mortgages shall be duly recorded promptly upon receipt, at Borrowers’ expense, in each office where such recording is required to constitute a fully perfected Lien on the Real Estate covered thereby and the Borrowers shall deliver Related Real Estate Documents for each parcel of Real Estate at any time subject to a Primary Mortgage, except as otherwise set forth in this Agreement or agreed by the Agent. Any or all of the Supplemental Mortgages shall be duly recorded, at Borrowers’ expense, at the election of the Agent thereof (written notice of which shall be given by the Agent to the Borrower Agent), in writing and take all each office where such action as may be reasonably recording is required to amend each then existing constitute a fully perfected Lien on the Real Estate covered thereby and the Borrowers shall deliver Related Real Estate Documents for such applicable parcel of Real Estate at any time subject to a Supplemental Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Note Obligations. In connection with the provision within 90 days of any Mortgage or any amendment to any Mortgage pursuant this Section 2.2, the related Grantors will provide (i) an opinion such notice of counsel which the Grantors determine in good faith to be consistent with those provided on the Issue Date, (ii) a title insurance policy election (or amendments to existing title insurance policy) providing title insurance in an amount determined in good faith such later date as agreed by the Company to be consistent with the manner in which the amounts were determined on the Issue Date and including such endorsements, exceptions and other similar items which the Grantors determine in good faith are consistent with those provided on the Issue Date, (iii) evidence of flood insurance, if such property is located in a special flood hazard area, (iv) survey (or an existing survey together with an “affidavit of no change” to the extent necessary for the title insurance company to issue the title insurance policy without the so called standard “survey” exception and with all survey related endorsements consistent with those provided on the Issue DateAgent), and (v) such other items which the Grantors determine in good faith are consistent with those provided on the Issue Date.

Real Estate Collateral. The Obligations Borrowers shall, and shall also cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Amendment No. 4 Effective Date (or such longer period as the Collateral Agent may agree in its sole discretion), (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Amendment, which mortgage amendment shall be secured by in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (ib) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and fixture filings upon all Mortgaged Property in form and Fixtures owned by each Grantor and listed on Schedule 2.2 substance reasonably acceptable to the Collateral Agent and (iid) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided that if and to the extent not excluded from “Collateral” pursuant that on or prior to clause the Amendment No. 4 Effective Date the Borrowers deliver to the Collateral Agent (i) of Section 2.1, all Real Property acquired in fee simple following the Issue Date with a book value of $2.0 million or more as of the date of acquisition (or, if later, upon the date of acquisition or completion of construction of any improvements thereon) (a “Specified Real Property”) and the Grantors shall provide a Mortgage in favor of the Agent in any Specified Real Property within 90 days following the date of acquisition thereof (or, if later, upon the date such Real Property becomes a Specified Real Property) subject only to those encumbrances and such other similar items which Grantors determine in good faith are consistent with those permitted to exist on the Mortgaged Property on the Issue Date. The amount of Obligations secured by any Real Property which becomes a Mortgaged Property following the Issue Date may be limited to an amount equal to at least 100% of the Fair Market Value of such Mortgaged Property in the event that securing a greater principal amount of Obligations would require the payment of recording or similar taxes in excess of $5,000. In the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Date, the Grantors shall notify the Agent thereof in writing and take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Note Obligations. In connection with the provision of any Mortgage or any amendment to any Mortgage pursuant this Section 2.2, the related Grantors will provide (ix) an opinion of local counsel which in form and substance reasonably acceptable to the Grantors determine Collateral Agent affirming that no amendment to an existing Mortgage is necessary for such Mortgage to remain in good faith full force and effect and to be consistent with those provided on secure the Issue DateObligations, as modified by the transactions contemplated by this Amendment, as well as (iiy) a title insurance policy report (or amendments to existing title insurance policyupdate) providing title insurance in an amount determined in good faith showing no Liens, other than Liens permitted by the Company applicable Mortgage, have arisen with respect to be consistent with the manner in which the amounts were determined on the Issue Date and including such endorsements, exceptions and other similar items which the Grantors determine in good faith are consistent with those provided on the Issue Date, (iii) evidence of flood insurance, if such property is located since the date of the latest title policy or date-down endorsement, then the Collateral Agent will accept such deliveries in a special flood hazard area, lieu of the requirements set forth in clauses (iva) survey through (or an existing survey together d) of this sentence with an “affidavit respect to such property. All of no change” to the extent necessary for the title insurance company to issue the title insurance policy without the so called standard “survey” exception and with all survey related endorsements consistent with those provided on the Issue Date)actions referenced above shall be taken, and (v) such documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other items which the Grantors determine in good faith are consistent with those provided on the Issue Dateassociated costs related thereto.

Real Estate Collateral. The Obligations Borrowers shall, and shall also cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Incremental Loan Funding Date (or such longer period as the Collateral Agent may agree in its sole discretion), (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be secured by in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (ib) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and fixture filings upon all Mortgaged Property in form and Fixtures owned by each Grantor and listed on Schedule 2.2 substance reasonably acceptable to the Collateral Agent and (iid) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the extent not excluded from “Collateral” pursuant to clause (i) of Section 2.1, all Real Property acquired in fee simple following the Issue Date with a book value of $2.0 million or more as liens of the date of acquisition (or, if later, upon the date of acquisition or completion of construction of any improvements thereon) (a “Specified Real Property”) and the Grantors shall provide a Mortgage in favor Mortgages as amended. All of the Agent in any Specified Real Property within 90 days following actions referenced above shall be taken, and documents referenced above shall be delivered, at the date of acquisition thereof (or, if later, upon the date such Real Property becomes a Specified Real Property) subject only to those encumbrances and such other similar items which Grantors determine in good faith are consistent with those permitted to exist on the Mortgaged Property on the Issue Date. The amount of Obligations secured by any Real Property which becomes a Mortgaged Property following the Issue Date may be limited to an amount equal to at least 100% sole expense of the Fair Market Value of such Mortgaged Property in the event that securing a greater principal amount of Obligations would require the payment of Borrowers, including any recording charges, taxes, or similar taxes in excess of $5,000. In the event that any Permitted Additional Pari Passu Obligations are incurred following the Issue Date, the Grantors shall notify the Agent thereof in writing and take all such action as may be reasonably required to amend each then existing Mortgage in order to appropriately ensure that such Permitted Additional Pari Passu Obligations are secured equally and ratably with the Note Obligations. In connection with the provision of any Mortgage or any amendment to any Mortgage pursuant this Section 2.2, the other associated costs related Grantors will provide (i) an opinion of counsel which the Grantors determine in good faith to be consistent with those provided on the Issue Date, (ii) a title insurance policy (or amendments to existing title insurance policy) providing title insurance in an amount determined in good faith by the Company to be consistent with the manner in which the amounts were determined on the Issue Date and including such endorsements, exceptions and other similar items which the Grantors determine in good faith are consistent with those provided on the Issue Date, (iii) evidence of flood insurance, if such property is located in a special flood hazard area, (iv) survey (or an existing survey together with an “affidavit of no change” to the extent necessary for the title insurance company to issue the title insurance policy without the so called standard “survey” exception and with all survey related endorsements consistent with those provided on the Issue Date), and (v) such other items which the Grantors determine in good faith are consistent with those provided on the Issue Datethereto.