Common use of Additional Material Real Estate Assets Clause in Contracts

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. Borrower, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset Asset, or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such propertyAsset, other than the Mortgaged Properties, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), then such Loan Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates certificates, including those which are similar to those described in Section 5.11(b3.1(g) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, provided that if (a) the Collateral Agent and the Borrower agree to exclude such Material Real Estate Asset is a Leasehold Property, from the Collateral and the lease with Borrower shall not be required to deliver any additional Collateral Documents if in each case, as reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the benefit afforded to the Lenders thereby (b) solely in respect to such of Leasehold Property requires lessor consent to effectuate a MortgageProperties that are Material Real Estate Assets, such Loan the applicable Credit Party shall only be obligated to use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy meet its obligations under this Section 5.11(a)5.11. In addition to the foregoing, in the case of the U.S. BorrowerBorrower shall, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent Agent, such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that Lien. For the Administrative Agent or Collateral Agent reasonably request avoidance of doubt, with respect to such Material any Real Estate Assets; providedAsset acquired or leased after the Closing Date, howeverunless required pursuant to this Section 5.11, environmental site assessments no Credit Party shall not be required more than once to take any actions to xxxxx x Xxxx or perfect a Lien in any twelve (12) month period, unless Collateral Agent has a good faith belief Real Estate Asset that there is not a violation of Environmental Laws or a release of Hazardous Materials at the Material Real Estate Asset.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as due to a result material renovation of improvements upon or addition to such property, Real Estate Assets and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), then such Loan Party shall promptly take all provide notice to the Administrative Agent of such actions and acquisition or event and, to the extent requested by the Administrative Agent or the Required Lenders, shall promptly (i) execute and deliverdeliver a first priority Mortgage, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a valid andcurrent ALTA survey thereof, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is together with a Leasehold Propertysurveyor’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the lease Administrative Agent in connection with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts each of the foregoing in form and substance reasonably satisfactory to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do soAdministrative Agent, and (iii) if requested by the concurrent inability of such Loan Party Administrative Agent, deliver to deliver a Mortgage encumbering such Material Real Estate Asset the Administrative Agent legal opinions relating to the matters described above, which is a Leasehold Property opinions shall not be deemed in form and substance, and from counsel, reasonably satisfactory to be a failure to satisfy this Section 5.11(a)the Administrative Agent. In addition to connection with the foregoing, no later than three (3) Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 5.11, in order to comply with the Flood Laws, the Administrative Agent shall have received the following documents: (A) a completed standard “life of loan” flood hazard determination form, (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (“Loan Party Notice”) and (if applicable) notification to the applicable Loan Party that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the case NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of the Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. BorrowerMail, at or overnight delivery), and (D) if the request of the Collateral Agent, deliver, from time Loan Party Notice is required to timebe given and, to the Collateral Agent such appraisals as are extent flood insurance is required by law any applicable Requirement of Law or regulation of Real Estate Assets with respect to any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the Collateral Agent property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been granted a Lien and any environmental site assessments issued, or reports that such other evidence of flood insurance reasonably satisfactory to the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetAgent.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset Asset, or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such propertyAsset, other than the Mortgaged Properties, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), then such Loan Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates certificates, including (x) those which are similar to those described in Section 5.11(b3.1(g) with respect to each such Material Real Estate AssetAsset and (y) with respect to any Leasehold Property that is a Material Real Estate Asset located in the United States or in another jurisdiction where the documents set forth in this clause (y) are reasonably customary, a Landlord Consent and Estoppel and evidence that such Leasehold Property is a Recorded Leasehold Interest, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, provided that if (a) the Collateral Agent and the Borrower agree to exclude such Material Real Estate Asset is a Leasehold Property, from the Collateral and the lease with Borrower shall not be required to deliver any additional Collateral Documents if in each case, as reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the benefit afforded to the Lenders thereby (b) solely in respect to such of Leasehold Property requires lessor consent to effectuate a MortgageProperties that are Material Real Estate Assets, such Loan the applicable Credit Party shall only be obligated to use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy meet its obligations under this Section 5.11(a)5.11. In addition to the foregoing, in the case of the U.S. BorrowerBorrower shall, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent Agent, such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that Lien. For the Administrative Agent or Collateral Agent reasonably request avoidance of doubt, with respect to such Material any Real Estate Assets; providedAsset acquired or leased after the Second Amendment Effective Date, howeverunless required pursuant to this Section 5.11, environmental site assessments no Credit Party shall not be required more than once to take any actions to xxxxx x Xxxx or perfect a Lien in any twelve (12) month period, unless Collateral Agent has a good faith belief Real Estate Asset that there is not a violation of Environmental Laws or a release of Hazardous Materials at the Material Real Estate Asset.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a any Real Estate Asset owned or leased on the Restatement Closing Date or acquired thereafter becomes a Material Real Estate Asset as a result due to the construction of improvements upon such propertythereon following the Closing Date or the acquisition thereof, as applicable, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), then such Loan Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgagesMortgages, documentsdocuments (including environmental reports), instruments, agreements, opinions and certificates certificates, including those which are similar to those described in Section 5.11(b3.01(h) and Section 5.12(d) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, provided that if the Material no such Lien shall be required to be granted as contemplated by this Section 5.11 on any owned Real Estate Asset or fixtures the acquisition of which is a Leasehold Propertyfinanced, and or is to be financed in whole or in part through the lease with respect incurrence of Indebtedness permitted by Section 6.01(n) or Section 6.09 until such Indebtedness is repaid in full (without giving effect to such Leasehold Property requires lessor consent to effectuate a Mortgageany refinancing thereof) or, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in as the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of may be, the Borrower determines not to proceed with such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a)financing or refinancing. In addition to the foregoing, in the case of the U.S. BorrowerBorrower shall, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Material Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and to the extent that Borrower or any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent other party has a good faith belief that there copy of the appraisal and is permitted by the applicable third party appraisers and/or lenders to deliver a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Assetcopy to Collateral Agent.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured PartiesLenders, at then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the time of the acquisition thereof (or within Closing Date becomes a reasonable time after the completion of the construction of the improvements)Material Real Estate Asset, such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, 54 CREDIT AND GUARANTY AGREEMENT agreements, opinions and certificates (including any Phase I's that may be requested) similar to those described in Section 5.11(bSECTIONS 3.1(h), and 3.1(i) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured PartiesLenders, a valid and, subject to any filing and/or recording referred to herein, perfected Landlord/Operator Consent and Waiver (in the case of leased sites) and a First Priority Lien (in the case of owned sites) in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. BorrowerCompany shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then such Loan Party, no later than 90 days after acquiring such Material Real Estate Asset, or no later than 90 days after a Real Estate Asset owned on the time of Closing Date becomes a Material Real Estate Asset (in each case, or such later date as may be agreed by the acquisition thereof (or within a reasonable time after the completion of the construction of the improvementsCollateral Agent), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all with respect to such mortgagesMaterial Real Estate Asset, (i) a Mortgage, (ii) an opinion of counsel in the jurisdiction where such Material Real Estate Asset is located with respect to the enforceability of such Mortgage and such other reasonable and customary matters as the Collateral Agent may request, (iii) a mortgagee policy of title insurance (or a marked up title insurance commitment having the effect of a mortgagee policy of title insurance) issued by a title company reasonably satisfactory to Collateral Agent, in an amount not less than the fair market value of such Material Real Estate Asset, insuring the Lien of such Mortgage as a valid First Priority security interest on such Material Real Estate Asset, and (iv) such other customary documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) as are reasonably requested by Collateral Agent with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. BorrowerBorrower shall, at the request of the Collateral AgentRequired Lenders, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and Lien. Notwithstanding anything to the contrary set forth in this Agreement or in any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request other Loan Document, in no event shall any Loan Party be required to deliver a Mortgage with respect to such Material any Real Estate Assets; provided, however, environmental site assessments shall Asset that is not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Material Real Estate Asset.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, at the time of the acquisition thereof then such Credit Party, as soon as practicable but in no event later than twenty (or within a reasonable time 20) days after the completion of the construction of the improvements)acquiring such Material Real Estate Asset, such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, that if no Credit Party shall be required to take any action under this Section 5.11 that would result in material adverse tax consequences to Xerium under section 956 of the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Code. The applicable Credit Party shall use its commercially reasonable efforts to obtain such consent, and, in addition, in cause a Landlord Personal Property Collateral Access Agreement and a Landlord Consent and Estoppel to be executed by the case of applicable landlord and delivered to the Collateral Agent (i) within 90 days after the Closing Date with respect to any Material Real Estate Asset which is Leasehold Property listed on Schedule 4.13(b) as a Leasehold Property for and located in the United States and with respect to which a memorandum aggregate payments under the terms of such lease are $500,000 or more per annum, and (ii) within 90 days after the acquisition of interest therein, any other Leasehold Property is not recorded, such Loan located in the United States which the Credit Party shall use commercially reasonable efforts leases and with respect to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability which aggregate payments under the terms of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a)lease are $500,000 or more per annum. In addition to the foregoing, in the case of the U.S. Borrowereach Borrower shall, at the request of the Collateral AgentRequisite Banks, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party (i) acquires a Real Estate Asset that constitutes a Material Real Estate Asset Asset, (ii) acquires any Hydrocarbon Interests which Hydrocarbon Interest produces in commercially reasonable quantities, or (iii) develops a previously undeveloped Hydrocarbon Interest, such Hydrocarbon Interest produces in commercially reasonable quantities and such Hydrocarbon Interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Trustee, for the benefit of Secured Parties, or (iv) a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral AgentTrustee, for the benefit of Secured Parties, at then in each case such Credit Party, contemporaneously with the time occurrence of any of the acquisition thereof events described in clauses (i) or within a reasonable time after (iv) of this Section 5.11 and semi-annually with respect to the completion events described in clauses (ii) and (iii) of the construction of the improvements)this Section 5.11, such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(bSections 3.1(i), 3.1(j) and 3.1(k) with respect to each such Material Real Estate Asset, Asset or Hydrocarbon Interests that the Collateral Administrative Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid andcreate, subject to any filing and/or recording referred to herein, perfected First Priority Lien an Acceptable Security Interest in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a)Assets or Hydrocarbon Interests. In addition to the foregoing, in the case of the U.S. BorrowerCompany shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent Trustee has been granted a Lien Lien, but, other than after the occurrence and any environmental site assessments or reports that during the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; providedcontinuance of an Event of Default, however, environmental site assessments shall not be required more than once one such appraisal in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset after the Closing Date or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, after the Closing Date and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the time of the acquisition thereof (or within Closing Date becomes a reasonable time after the completion of the construction of the improvements)Material Real Estate Asset, such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided. Notwithstanding the foregoing, however, that if the with respect to any Leased Property which is or becomes a Material Real Estate Asset is a Leasehold PropertyAsset, and the lease applicable Credit Party’s obligation with respect thereto shall be limited to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use using commercially reasonable efforts to obtain such consent, and, in addition, in cause the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum landlord of such Leasehold Leased Property is not recordedto consent and execute and deliver such mortgages, such Loan Party documents, instruments, agreements, opinions and certificates that Collateral Agent shall use commercially reasonable efforts to obtain fully executed reasonably request (including, if requested, a Landlord Collateral Access Agreement and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictionsa Landlord Consent and Estoppel). The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property In no event shall not this provision be deemed to be require any Credit Party to take any action which would cause a failure breach of the lease pertaining to satisfy this Section 5.11(a)any such Leased Property. In addition to the foregoing, in the case of the U.S. BorrowerAdministrative Borrower shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset after the Effective Date or a Real Estate Asset owned or leased on the Restatement Effective Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the time of the acquisition thereof Effective Date becomes a Material Real Estate Asset, (or within a reasonable time after the completion of the construction of the improvements), such Loan Party a) shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, title insurance policies, surveys, lien searches, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Third Priority Lien security interest in such Material Real Estate Assets; providedprovided that in the case of any property leased and not owned by a Credit Party as to which any of the foregoing would require the consent of the landlord, however, the agreements in this Section 5.11 shall be limited to the use of commercially reasonable efforts to cause such landlord to consent to the taking of these actions and to complying with this Section only to the extent that if the Material Real Estate Asset such consent is a Leasehold Propertyobtained, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party (b) shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts cause to obtain fully be executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party delivered a Collateral Access Agreement and/or similar collateral access agreements with respect to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering each such Material Real Estate Asset which is a Leasehold Property that Collateral Agent shall not be deemed to be a failure to satisfy this Section 5.11(a)reasonably request. In addition to the foregoing, in the case of the U.S. BorrowerCo-Issuers shall, at the request of the Collateral AgentRequisite Holders, deliver, from time to time, to the Collateral Note Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Party Borrower acquires a Real Estate Asset that constitutes or leases a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then Borrower, promptly after acquiring such Material Real Estate Asset or promptly after a Real Estate Asset owned or leased on the time of the acquisition thereof Closing Date becomes a Material Real Estate Asset (or within a reasonable time after the completion of the construction of the improvementsor, in either case, such longer period to which Administrative Agent may agree), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgagesMortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. BorrowerBorrower shall, at the reasonable request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien (provided that for so long as no Event of Default shall have occurred and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request is continuing, no more than one appraisal shall be required with respect to such Material any Real Estate Assets; provided, however, environmental site assessments shall not be required more than once Asset in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetFiscal Year).

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset after the Closing Date or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the time of the acquisition thereof (or within Closing Date becomes a reasonable time after the completion of the construction of the improvements)Material Real Estate Asset, such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided. Notwithstanding the foregoing, however, that if the with respect to any Leased Property which is or becomes a Material Real Estate Asset is a Leasehold PropertyAsset, and the lease applicable Credit Party’s obligation with respect thereto shall be limited to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use using commercially reasonable efforts to obtain such consent, and, in addition, in cause the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum landlord of such Leasehold Leased Property is not recordedto consent and execute and deliver such mortgages, such Loan Party documents, instruments, agreements, opinions and certificates that Collateral Agent shall use commercially reasonable efforts to obtain fully executed reasonably request (including, if requested, a Landlord Collateral Access Agreement and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictionsa Landlord Consent and Estoppel). The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property In no event shall not this provision be deemed to be require any Credit Party to take any action which would cause a failure breach of the lease pertaining to satisfy this Section 5.11(a)any such Leased Property. In addition to the foregoing, in the case of the U.S. BorrowerCompany shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes acquires, leases or subleases, as applicable, a Material Real Estate Asset or a Real Estate Asset owned owned, leased or leased subleased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, at then such Credit Party, as soon as practicable but in no event later than twenty (20) days after acquiring, leasing or subleasing, as applicable, such Material Real Estate Asset (as such date may be extended by the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvementsCollateral Agent in its sole discretion), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgagesMortgages, UCC financing statements, title policies, surveys, flood determinations (if applicable), Recorded Documents (if applicable), documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien lien and security interest in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan . The applicable Credit Party shall use its commercially reasonable efforts to obtain cause a Landlord Personal Property Collateral Access Agreement and a Landlord Consent and Estoppel to be executed by the applicable landlord and delivered to the Collateral Agent (i) within ninety (90) days after the Closing Date (as such consent, and, date may be extended by the Collateral Agent in addition, its sole discretion) with respect to any Leasehold Property listed on Schedule 4.13(b) as a Leasehold Property and located in the case United States or Canada and with respect to which aggregate payments under the terms of such lease are $500,000 or more per annum, and (ii) within ninety (90) days after the acquisition of interest therein (as such date may be extended by the Collateral Agent in its sole discretion), any other Leasehold Property constituting a Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a)Asset. In addition to the foregoing, in the case of the U.S. BorrowerLead Borrower shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset (including, without limitation, any acquisition pursuant to a Division) or if a Real Estate Asset owned or leased by a Loan Party on the Restatement Closing Date later becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest asset has not otherwise been made subject to the Lien of the a Security Documents Document in favor of the Collateral Agent, Agent for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), such Loan Party shall promptly take all deliver to the Collateral Agent, within 90 days from the date of such actions and execute and deliveracquisition or the date such Real Estate Asset becomes a Material Real Estate Asset (or such later date as the Administrative Agent may agree in its reasonable discretion), or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) the following with respect to each such Material Real Estate AssetAsset (each, that the Collateral Agent shall a “Mortgaged Property”), in each case, in form and substance reasonably request satisfactory to create in favor of the Collateral Agent, for the benefit of Secured Parties, : (a) a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold PropertyMortgage, in proper form for recording in all appropriate places applicable jurisdictions required by law to establish and perfect the Mortgage in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. Borrower, at the request favor of the Collateral Agent, deliverencumbering such Mortgaged Property; (b) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in the state in which such Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state; (c) an ALTA lender title insurance policy (or unconditional commitment therefor) (a “Title Policy”) issued by one or more title companies (individually or collectively, from time to timeas the context requires, the “Title Company”) reasonably satisfactory to the Collateral Agent in an amount not less than the fair market value of such appraisals as are required by law or regulation of Real Estate Assets with respect to which Mortgaged Property, insuring the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or relevant Mortgage creates a valid and enforceable first priority mortgage Lien on the Mortgaged Property encumbered thereby (subject only to Permitted Liens), and such Title Policy (A) shall include all endorsements reasonably requested by the Collateral Agent and (B) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence reasonably satisfactory to the Collateral Agent that the applicable Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (ii) paid to the Title Company all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policy and to the Title Company or the appropriate Governmental Authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the applicable real property records; together with copies of all recorded documents listed in part II of Schedule B to such policies or commitments as exceptions to title or otherwise referred to therein; (d) (A) a completed Flood Certificate with respect to such Material Real Estate AssetsMortgaged Property, which Flood Certificate shall (1) be addressed to the Collateral Agent, (2) be completed by a company which has guaranteed the accuracy of the information contained therein, and (3) otherwise comply with the Flood Program and Flood Insurance Laws; provided, however, environmental site assessments shall not be required more than once (B) evidence describing whether the community in which such Mortgaged Property is located participates in the Flood Program; (C) if any twelve (12) month period, unless Collateral Agent has a good faith belief Flood Certificate states that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.such Mortgaged 138

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that after the Closing Date any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset Material Leasehold Interest or real property owned or leased by any Credit Party on the Restatement Closing Date becomes a Material Real Estate Asset as or a result of improvements upon such property, Material Leasehold Interest and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral AgentTrustee, for the benefit of Secured Parties, at then such Credit Party, promptly but in any event not more than 60 days after acquiring such Material Real Estate Asset or, if requested by the time of Administrative Agent or the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements)Collateral Trustee, such Loan Party Material Leasehold Interest, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(bSections 3.1(i), 3.1(j) and 3.1(k) with respect to each such Material Real Estate AssetAsset or such Material Leasehold Interest, together with a Landlord Consent and Estoppel Certificate in the case of a Material Leasehold Interest, that the Administrative Agent or the Collateral Agent Trustee shall reasonably request to create in favor of the Collateral AgentTrustee, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Asset or Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a)Interest. In addition to the foregoing, in the case of the U.S. BorrowerNewPageCo shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets or Material Leasehold Interests with respect to which the Collateral Agent Trustee has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b)5.17, in the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. BorrowerBorrowers, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Party Holding Company or any of its Subsidiaries acquires or leases (including a Real Estate Asset that constitutes new or replacement lease with respect to an existing lease, except as otherwise permitted by Collateral Agent in its sole discretion) a Material Real Estate Asset or a Real Estate Asset owned or leased on after the Restatement Date becomes a Closing Date, then, no later than thirty (30) days following the date such Material Real Estate Asset as a result of improvements upon such propertywas acquired or leased, each Holding Company shall, and such interest has not otherwise been made subject to the Lien shall cause each of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof their respective Subsidiaries to: (or within a reasonable time after the completion of the construction of the improvements), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(ba) with respect to each such leased Material Real Estate Asset, that the deliver to Collateral Agent shall reasonably request to create in favor of the a Landlord Personal Property Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease Access Agreement with respect to such Leasehold Property requires lessor consent leased location, duly executed by the landlord thereof; or (b) with respect to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any owned Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recordedAsset, such Loan Party shall use commercially reasonable efforts deliver to obtain Collateral Agent: (i) fully executed and notarized Record Documents for such Leasehold PropertyMortgages, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such owned Material Real Estate Asset; (ii) except as otherwise permitted by Collateral Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each jurisdiction in which such owned Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. Borrower, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets located with respect to which the enforceability of the form(s) of Mortgages to be recorded in such jurisdiction and such other matters as Collateral Agent has been granted a Lien may reasonably request, in each case in form and any environmental site assessments or reports that the Administrative Agent or substance reasonably satisfactory to Collateral Agent; (iii) except as otherwise permitted by Collateral Agent in its sole discretion, (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably request satisfactory to Collateral Agent with respect to such owned Material Real Estate Assets; providedAsset (each, howevera “Title Policy”), environmental site assessments shall in amounts not be required more less than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation the fair market value of Environmental Laws or a release of Hazardous Materials at the such owned Material Real Estate Asset., together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the acquisition of such owned Material Real Estate Asset and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to Collateral Agent that such Holding Company or such Subsidiary, as applicable, has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for such owned Material Real Estate Asset in the appropriate real estate records;

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the acquisition thereof Internal Revenue Code, then such Credit Party, as soon as practicable but in no event later than twenty (or within a reasonable time 20) days after the completion of the construction of the improvements)acquiring such Material Real Estate Asset, such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan . The applicable Credit Party shall use its commercially reasonable efforts to obtain such consent, and, in addition, in cause a Landlord Personal Property Collateral Access Agreement and a Landlord Consent and Estoppel to be executed by the case of applicable landlord and delivered to the Collateral Agent (i) within 90 days after the Closing Date with respect to any Material Real Estate Asset which is Leasehold Property listed on Schedule 4.13(b) as a Leasehold Property for and located in the United States and with respect to which a memorandum aggregate payments under the terms of such lease are $500,000 or more per annum, and (ii) within 90 days after the acquisition of interest therein, any other Leasehold Property is not recorded, such Loan located in the United States which the Credit Party shall use commercially reasonable efforts leases and with respect to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability which aggregate payments under the terms of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a)lease are $500,000 or more per annum. In addition to the foregoing, in the case of the U.S. Borrowereach Borrower shall, at the request of the Collateral AgentRequisite Banks, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset after the Effective Date or a Real Estate Asset owned or leased on the Restatement Effective Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the time of the acquisition thereof Effective Date becomes a Material Real Estate Asset, (or within a reasonable time after the completion of the construction of the improvements), such Loan Party a) shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, title insurance policies, surveys, lien searches, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, howeverthat in the case of any property leased and not owned by a Credit Party as to which any of the foregoing would require the consent of the landlord, the agreements in this Section 5.11 shall be limited to the use of commercially reasonable efforts to cause such landlord to consent to the taking of these actions and to complying with this Section only to the extent that if the Material Real Estate Asset such consent is a Leasehold Propertyobtained, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party (b) shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts cause to obtain fully be executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party delivered a Collateral Access Agreement and/or similar collateral access agreements with respect to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering each such Material Real Estate Asset which is a Leasehold Property that Collateral Agent shall not be deemed to be a failure to satisfy this Section 5.11(a)reasonably request. In addition to the foregoing, in the case of the U.S. BorrowerBorrowers shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset after the Closing Date or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result or the Collateral Agent requests that any Real Estate Asset owned or leased on the Closing Date become part of improvements upon such propertythe Collateral, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the time of Closing Date becomes a Material Real Estate Asset, or promptly following any request by the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements)Collateral Agent therefor, such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, howeverincluding, that if the Material Real Estate Asset is a Leasehold Propertywithout limitation, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain (i) fully executed and notarized Record Documents for such Leasehold PropertyMortgages, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability , encumbering each such Material Real Estate Asset, (ii) an opinion of such Loan Party counsel (which counsel shall be reasonably satisfactory to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering Collateral Agent) in each jurisdiction in which any such Material Real Estate Asset which is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such jurisdiction and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; (iii) in the case of each Material Real Estate Asset that is a Leasehold Property, (1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property shall is a Recorded Leasehold Interest; (iv) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Material Real Estate Asset (each, a “Title Policy”), in amounts not be deemed less than the fair market value of each such Material Real Estate Asset, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to be the date on which such Material Real Estate Asset was acquired (or became a failure Material Real Estate Asset or was requested to satisfy this Section 5.11(abecome part of the Collateral) and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Material Real Estate Asset in the appropriate real estate records; (v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (vi) ALTA surveys of each such Material Real Estate Asset, certified to Collateral Agent and dated not more than thirty (30) days prior to the date on which such Material Real Estate Asset was acquired (or became a Material Real Estate Asset or was requested to become part of the Collateral). In addition to the foregoing, in the case of the U.S. BorrowerCompany shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any U.S. Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a any Real Estate Asset owned or leased on the Restatement Closing Date or acquired thereafter, in each case, becomes a Material Real Estate Asset as a result due to the construction of improvements upon such propertythereon following the Closing Date or the acquisition thereof, as applicable, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, at the time of then promptly (and in any event within ninety (90) days after the acquisition thereof of such Material Real Estate Asset or any Real Estate Asset becoming a Material Real Estate Asset (or within a reasonable time after such longer period as may be consented to by the completion of the construction of the improvementsAdministrative Agent in its sole discretion), ) (i) such U.S. Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgagesMortgages, Title Policies, documents, instruments, agreements, opinions and certificates similar certificates, required pursuant to those described in Section 5.11(b4.01(a)(xi) (it being understood and agreed that such U.S. Loan Party shall comply with the requirements of Section 4.01(a)(xi)(D) prior to the execution and delivery of any Mortgages or other documents to be provided with respect to each such Material Real Estate Asset) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if Assets and (ii) the Company shall prepare and deliver environmental site assessments and reliance letters for each such additional Material Real Estate Asset is a Leasehold PropertyAsset, each in form and substance reasonably acceptable to the lease with respect Collateral Agent; provided that no such Lien shall be required to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of be granted as contemplated by this Section 6.11 on any Material Real Estate Asset or fixtures the acquisition of which is a Leasehold Property for which a memorandum of such Leasehold Property financed, or is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure financed in whole or in part through the incurrence of Indebtedness permitted by Section 7.01(n) or Section 7.09 until such Indebtedness is repaid in full (without giving effect to satisfy this Section 5.11(a)any refinancing thereof) or, as the case may be, the Company determines not to proceed with such financing or refinancing. In addition to the foregoing, in the case of the U.S. BorrowerCompany shall, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Material Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports to the extent that the Administrative Agent Company or any other party has a copy of the appraisal and is permitted by the applicable third party appraisers and/or lenders to deliver a copy to Collateral Agent reasonably request with respect to such Material Real Estate Assets; providedAgent. For the avoidance of doubt, however, environmental site assessments the Company shall not be required more than once in to deliver Phase I Environmental Site Assessments or reliance letters for any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetClosing Date Mortgaged Property.

Additional Material Real Estate Assets. In the event, and subject to the Agreed Security Principles, that (a) Subject to the provisions of Section 5.17(b), in the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset acquired by any Loan Party after the Closing Date or a (b) any Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such propertyAsset, other than the Mortgaged Properties, and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), then such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates certificates, including those which are similar to those described in Section 5.11(b) Schedule 5.14 with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, provided that if the Material Real Estate Asset is a Leasehold Property, Collateral Agent and the lease with respect Borrowers agree to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering exclude such Material Real Estate Asset which is a Leasehold Property from the Collateral and the Borrowers shall not be deemed required to be deliver any additional Security Documents if in each case, as reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a failure security interest is excessive in relation to satisfy this Section 5.11(a)the benefit afforded to the Lenders thereby or the Term Loan Agent or the Senior Representative determines not to include such Real Estate Assets in the Collateral or to not require delivery of any Mortgages, opinions of counsel, Title Policies or Surveys. In addition to the foregoing, in the case of the U.S. BorrowerBorrowers shall, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent Agent, such appraisals as are required by law or regulation any Requirement of Law of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that Lien. For the Administrative Agent or Collateral Agent reasonably request avoidance of doubt, with respect to such Material any Real Estate Assets; providedAsset acquired after the Closing Date, howeverunless required pursuant to this Section 5.11, environmental site assessments no Loan Party shall not be required more than once to take any actions to xxxxx x Xxxx or perfect a Lien in any twelve (12) month period, unless Collateral Agent has a good faith belief Real Estate Asset that there is not a violation of Environmental Laws or a release of Hazardous Materials at the Material Real Estate Asset.

Additional Material Real Estate Assets. (aa)(i) Subject to the provisions of Section 5.17(b), in In the event that any Loan Party Borrower acquires a Real Estate Asset that constitutes a Material Real Estate Asset (other than with respect to Leasehold Properties for which the applicable agreement prohibits the granting of a mortgage or other assignment of the applicable Borrower’s interest therein and the Borrowers have been unable to receive a waiver with respect to such prohibition from the lessor after making commercially reasonable efforts (which shall be deemed not to include payment of a cash fee) to obtain such waiver after the Closing Date), then such Borrower, no later than forty-five (45) days (or such longer period as may be agreed in writing by the Collateral Agent) after acquiring such Material Real Estate Asset, and no later than forty-five (45) days (or such longer period as may be agreed in writing by the Collateral Agent) after any owned Real Estate Asset owned or leased on the Restatement Date becomes a Material Real Estate Asset as (other than with respect to Leasehold Properties for which the applicable agreement prohibits the granting of a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien mortgage or other assignment of the Security Documents in favor applicable Borrower’s interest therein and the Borrowers have been unable to receive a waiver with respect to such prohibition from the lessor after making commercially reasonable efforts (which shall be deemed not to include payment of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvementscash fee) to obtain such waiver), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgagesMortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(bclause (b) with respect to each such Material Real Estate Asset, immediately below that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Partiesthe holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority enforceable Lien on, and security interest in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and. The Administrative Agent may, in additionits reasonable judgment, in grant extensions of time for compliance or exceptions with the case provisions of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. Borrower, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.6.12

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party (i) acquires a Real Estate Asset that constitutes a Material Real Estate Asset Asset, (ii) acquires any Hydrocarbon Interests which Hydrocarbon Interest produces in commercially reasonable quantities, or (iii) develops a previously undeveloped Hydrocarbon Interest, such Hydrocarbon Interest produces in commercially reasonable quantities and such Hydrocarbon Interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Trustee, for the benefit of Secured Parties, or (iv) a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral AgentTrustee, for the benefit of Secured Parties, at then in each case such Credit Party, contemporaneously with the time occurrence of any of the acquisition thereof events described in clauses (i) or within a reasonable time after (iv) of this Section 5.11 and semi-annually with respect to the completion events described in clauses (ii) and (iii) of the construction of the improvements)this Section 5.11, such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(bSections 3.1(i), 3.1(j) and 3.1(k) with respect to each such Material Real Estate Asset, Asset or Hydrocarbon Interests that the Collateral Administrative Agent shall reasonably request to create in favor of the Collateral AgentTrustee, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a)Assets or Hydrocarbon Interests. In addition to the foregoing, in the case of the U.S. BorrowerCompany shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent Trustee has been granted a Lien Lien, but, other than after the occurrence and any environmental site assessments or reports that during the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; providedcontinuance of an Event of Default, however, environmental site assessments shall not be required more than once one such appraisal in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), then such Loan Party Party, contemporaneously with acquiring such Material Real Estate Asset, shall promptly (a) in the case of each Leasehold Property that is a Material Real Estate Asset, use commercially reasonable efforts to take all such actions and execute and deliver, or cause to be executed and delivered, as requested by the Collateral Agent, (i) a Landlord Consent and Estoppel and evidence that such Leasehold Property is a Recorded Leasehold Interest or (ii) a Landlord Collateral Access Agreement and (b) in the case of any fee interests in a Material Real Estate Asset, take all such actions and executed and deliver or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions opinions, title insurance, survey, flood certificates and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any necessary filing and/or recording referred to hereinrecording, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. BorrowerBorrower shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments Lien. Notwithstanding the foregoing, the creation or reports that perfection of pledges of or security interests in, or the Administrative Agent or Collateral Agent reasonably request obtaining of title insurance with respect to such Material Real Estate Assets; providedto, however, environmental site assessments particular assets shall not be required more than once if, and for so long as, in any twelve (12) month periodthe reasonable judgment of the Administrative Agent, unless Collateral Agent has a good faith belief that there is a violation the cost of Environmental Laws creating or a release perfecting such pledges or security interests in such assets or obtaining title insurance in respect of Hazardous Materials at such assets shall be excessive in view of the Real Estate Assetbenefits to be obtained by the Lenders therefrom.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party purchases, leases or otherwise acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then contemporaneously with acquiring such Material Real Estate Asset (or such Real Estate Asset subsequently becoming a Material Real Estate Asset, such Credit Party shall (a) promptly, but in any event within thirty (30) days after such purchase, lease or other acquisition, provide written notice thereof to Administrative Agent and the time Collateral Agent, setting forth with specificity a description of such Material Real Estate Asset acquired, a title commitment, a survey (if available) and such Credit Party's good faith CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW estimate of the acquisition thereof current fair market value of such Material Real Estate Asset and (or within a reasonable time after b) if either such Agent so requests, the completion of the construction of the improvements), such Loan applicable Credit Party shall promptly take all such actions and execute and deliverdeliver to the Collateral Agent, or cause to be executed a Mortgage and delivered, all such mortgages, other documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) instruments as such Persons shall reasonably request with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in additionhowever that, in the case of any Material Real Estate Asset which is Leasehold Property, such obligation to deliver a Leasehold Property for which Mortgage shall be contingent upon such Credit Party's obtaining and delivering to the Collateral Agent a memorandum of Landlord Consent and Estoppel and evidence that such Leasehold Property is not recorded, a Recorded Leasehold Interest and for which such Loan Credit Party shall agrees to use commercially reasonable best efforts to obtain fully executed (it being acknowledged and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following agreed that "commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property best efforts" shall not be deemed construed to be a failure to satisfy this Section 5.11(arequire the payment by any Credit Party of any fee or other consideration for such Landlord Consent and Estoppel other than reimbursement of legal expenses actually incurred by landlords). In addition to the foregoing, in the case of the U.S. Borrowerrelevant Credit Party shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Administrative Agent and Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes or leases a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such propertyAsset, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the time of the acquisition thereof Closing Date becomes a Material Real Estate Asset (and in any event within 30 days or within a reasonable time after the completion of the construction of the improvementssuch longer period approved by Administrative Agent and Requisite Lenders in writing), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Asset as Collateral Agent shall reasonably request in writing to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, howeverincluding (a) documents, that if the Material Real Estate Asset is a Leasehold Propertyinstruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j), and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage3.1(k), such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain (b) fully executed and notarized Record Documents for such Leasehold PropertyMortgages, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability , encumbering each such Material Real Estate Asset, (c) an opinion of such Loan Party counsel (which counsel shall be reasonably satisfactory to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering Collateral Agent) in each state in which any such Material Real Estate Asset which is located with respect to the enforceability of the form(s) of the Mortgages to be recorded in such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent, (d) in the case of any Material Real Estate Asset that is a Leasehold Property, (i) a Landlord Consent and Estoppel and (ii) evidence that such Leasehold Property is a Recorded Leasehold Interest, (e) (i) Title Policies with respect to each such Material Real Estate Asset, in amounts not less than the fair market value of such Material Real Estate Asset, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the acquisition or lease date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent, and (ii) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for any such Material Real Estate Asset in the appropriate real estate records, (f) evidence of flood insurance if any such Material Real Estate Asset is a Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent, (g) an ALTA survey of any such Material Real Estate Asset, certified to Collateral Agent and dated not more than thirty days prior to the acquisition or lease date (unless otherwise approved by the applicable title company as being sufficient to deliver the related Title Policy without any general survey exception), and (h) reports and other information, in form, scope and substance satisfactory to Administrative Agent, regarding environmental matters relating to any Material Real Estate Asset, which reports shall not be deemed to be include, if requested by Administrative Agent, a failure to satisfy this Section 5.11(a)Phase I Report for any such Material Real Estate Asset consisting of a Facility. In addition to the foregoing, in the case of the U.S. BorrowerCompany shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that Lien. In addition to the foregoing, the Credit Parties shall, at the request of Requisite Lenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or Collateral Agent reasonably request regulation of Real Estate Assets with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless which Collateral Agent has been granted a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. In the event that (a) Subject to the provisions of Section 5.17(b), in the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset acquired by any Loan Party after the Closing Date or a (b) any Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such propertyAsset, other than the Mortgaged Properties, and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), then such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates certificates, including those which are similar to those described in Section 5.11(b5.14(a) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, provided that if (x) the Collateral Agent and the Borrowers agree to exclude such Material Real Estate Asset is a Leasehold Property, from the Collateral and the lease with Borrowers shall not be required to deliver any additional Security Documents if in each case, as reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the benefit afforded to the Lenders thereby or the Term Loan Agent or the Senior Representative determines not to include such Real Estate Assets in the Collateral or to not require delivery of any Mortgages, opinions of counsel, Title Policies or Surveys and (y) solely in respect to such of Leasehold Property requires lessor consent to effectuate a MortgageProperties that are Material Real Estate Assets, such the applicable Loan Party shall only be obligated to use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy meet its obligations under this Section 5.11(a)5.11 and only to the extent such efforts are similarly required by the Term Loan Agent or Senior Representative. In addition to the foregoing, in the case of the U.S. BorrowerBorrowers shall, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent Agent, such appraisals as are required by law or regulation any Requirement of Law of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that Lien. For the Administrative Agent or Collateral Agent reasonably request avoidance of doubt, with respect to such Material any Real Estate Assets; providedAsset acquired or leased after the Closing Date, howeverunless required pursuant to this Section 5.11, environmental site assessments no Loan Party shall not be required more than once to take any actions to xxxxx x Xxxx or perfect a Lien in any twelve (12) month period, unless Collateral Agent has a good faith belief Real Estate Asset that there is not a violation of Environmental Laws or a release of Hazardous Materials at the Material Real Estate Asset.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset located in the United States or a Real Estate Asset owned or leased on the Restatement Closing Date and located in the United States becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then such Loan Party, no later than 90 days after acquiring such Material Real Estate Asset, or no later than 90 days after a Real Estate Asset owned on the time of Closing Date becomes a Material Real Estate Asset (in each case, or such later date as may be agreed by the acquisition thereof (or within a reasonable time after the completion of the construction of the improvementsCollateral Agent), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that (i) a Mortgage, (ii) an opinion of counsel in the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in jurisdiction where such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease located with respect to the enforceability of such Leasehold Property requires lessor consent Mortgage and such other reasonable and customary matters as the Collateral Agent may reasonably request, and (iii) a mortgagee policy of title insurance (or a marked up title insurance commitment having the effect of a mortgagee policy of title insurance) issued by a title company reasonably satisfactory to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, andCollateral Agent, in addition, in an amount not less than the case fair market value of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is Asset, insuring the Lien of such Mortgage as a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a)valid First Priority security interest on such Material Real Estate Asset. In addition to the foregoing, in the case of the U.S. BorrowerBorrower shall, at the request of the Collateral AgentRequired Lenders, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate AssetsLien; provided, however, environmental site assessments that in no event shall not Borrower be required to deliver an appraisal to Collateral Agent for a particular Material Real Estate Asset more than once in any twelve (12) month periodgiven calendar year. Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, unless Collateral Agent has in no event shall any Loan Party be required to deliver a good faith belief Mortgage with respect to any Real Estate Asset that there is not a violation of Environmental Laws or a release of Hazardous Materials at the Material Real Estate Asset.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party purchases, leases or otherwise acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Joint Collateral Agent, for the benefit of Secured Parties, at then contemporaneously with acquiring such Material Real Estate Asset (or such Real Estate Asset subsequently becoming a Material Real Estate Asset, such Credit Party shall (a) promptly, but in any event within thirty (30) days after such purchase, lease or other acquisition, provide written notice thereof to the time Administrative Agent and the Collateral Monitoring Agent, setting forth with specificity a description of such Material Real Estate Asset acquired, a title commitment, a survey (if available) and such Credit Party's good faith estimate of the acquisition thereof current fair market value of such Material Real Estate Asset and (or within a reasonable time after b) if either such Agent so requests, the completion of the construction of the improvements), such Loan applicable Credit Party shall promptly take all such actions and execute and deliverdeliver to the Joint Collateral Agent (with a copy to the Collateral Monitoring Agent), or cause to be executed a Mortgage and delivered, all such mortgages, other documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) instruments as such Persons shall reasonably request with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in additionhowever that, in the case of any Material Real Estate Asset which is Leasehold Property, such obligation to deliver a Leasehold Property for which Mortgage shall be contingent upon such Credit Party's obtaining and delivering to the Collateral Monitoring Agent a memorandum of Landlord Consent and Estoppel and evidence that such Leasehold Property is not recorded, a Recorded Leasehold Interest and for which such Loan Credit Party shall agrees to use commercially reasonable best efforts to obtain fully executed (it being acknowledged and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following agreed that "commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property best efforts" shall not be deemed construed to be a failure to satisfy this Section 5.11(arequire the payment by any Credit Party of any fee or other consideration for such Landlord Consent and Estoppel other than reimbursement of legal expenses actually incurred by landlords). In addition to the foregoing, in the case of the U.S. Borrowerrelevant Credit Party shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Administrative Agent and Collateral Monitoring Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Joint Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. In the event that (a) Subject any Real Property owned by a Loan Party is subject to a perfected Lien securing Senior Secured Notes (or any refinancings thereof permitted hereunder) or (b) the provisions of Section 5.17(b)Senior Secured Notes (and any refinancings thereof permitted hereunder) shall have been paid in full and, in the event case of this clause (b), (i) (A) one or more Loan Parties acquires Real Property after the Closing Date or (B) any Person that any owns Real Property becomes a Loan Party acquires a after the Closing Date, and (ii) the aggregate book value or aggregate fair market value, as reasonably estimated by the Borrowers in good faith, of all such Real Estate Asset that constitutes a Material Property described in clause (i), together with the aggregate book value or aggregate fair market value, as reasonably estimated by the Borrowers in good faith, as applicable, of all other Real Estate Asset or a Property of the Loan Parties (other than the Excepted Real Estate Asset Property owned or leased on the Restatement Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has Closing Date) that are not otherwise been made subject to the Lien of the an Acceptable Security Documents in favor of the Collateral AgentInterest under a Mortgage, for the benefit of Secured Partiesexceeds $5,000,000, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), then such Loan Party shall (x) promptly take all such actions that are necessary to subject such Real Property (other than Real Property of the Loan Parties for which neither the aggregate book value nor the aggregate fair market value for all such Real Property for all Loan Parties (other than Excepted Real Property) equals or exceed $5,000,000) to a Lien in favor of Agent, including executing and execute and deliverdelivering, or cause causing to be executed and delivered, one or more Mortgages with respect to such Real Property and requested by Agent, together with all such mortgages, documents, instruments, agreements, certificates, title insurance, title opinions, legal opinions and certificates similar to those described surveys related thereto that are reasonably requested by Agent and (y) reasonably in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor advance of the Collateral Agentexecution and delivery of any Mortgage covering any Real Property on which any “Building” or “Manufactured (Mobile) Home” (each, for as defined in the benefit of Secured Partiesapplicable Flood Insurance Regulations) is located, a valid anddeliver, subject or caused to any filing and/or recording referred be delivered, to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease Agent life-of-loan Federal Emergency Management Agency Standard Flood Hazard Determinations with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. Borrower, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Front Line Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then such Front Line Loan Party, no later than 90 days after acquiring such Material Real Estate Asset, or no later than 90 days after a Real Estate Asset owned on the time of Closing Date becomes a Material Real Estate Asset (in each case, or such later date as may be agreed by the acquisition thereof (or within a reasonable time after the completion of the construction of the improvementsRequired Lenders), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all with respect to such mortgagesMaterial Real Estate Asset, (i) a Mortgage, (ii) an opinion of counsel in the jurisdiction where such Material Real Estate Asset is located with respect to the enforceability of such Mortgage and such other reasonable and customary matters as the Required Lenders may request, (iii) a mortgagee policy of title insurance (or a marked up title insurance commitment having the effect of a mortgagee policy of title insurance) issued by a title company reasonably satisfactory to the Required Lenders, in an amount not less than the fair market value of such Material Real Estate Asset, insuring the Lien of such Mortgage as a valid First Priority security interest on such Material Real Estate Asset, and (iv) such other customary documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) as are reasonably requested by Collateral Agent or the Required Lenders with respect to each such Material Real Estate Asset, Asset that the Collateral Agent or the Required Lenders shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. BorrowerBorrower shall, at the request of the Collateral AgentRequired Lenders, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and Lien. Notwithstanding anything to the contrary set forth in this Agreement or in any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request other Loan Document, in no event shall any Front Line Loan Party be required to deliver a Mortgage with respect to such Material any Real Estate Assets; provided, however, environmental site assessments shall Asset that is not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Material Real Estate Asset.

Additional Material Real Estate Assets. (a) Subject to the provisions terms of Section 5.17(b)the Intercreditor Agreement, in the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof then such Credit Party, as soon as practicable but in no event later than thirty (or within a reasonable time 30) days after the completion of the construction of the improvements)acquiring such Material Real Estate Asset, such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates with respect to such Collateral as are similar to those described in Section 5.11(bSections 3.1(g) and 3.1(n), and as set forth in clause (b) below, and deliver reports and other information (including Phase I Reports to the extent available), in form, scope and substance satisfactory to the Collateral Agent, with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request request, to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority Lien security interest in such Material Real Estate Assets; provided, however, provided that if (i) any such Collateral shall exclude such assets in respect of which the Material Real Estate Asset is Administrative Agent and Arrangers shall have reasonably determined that the cost of obtaining a Leasehold Property, Second Priority security interest therein exceeds the benefits to Lenders afforded thereby and the lease (ii) with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which that is a Leasehold Property for which a memorandum of such Leasehold Property is not recordedleased, such Loan Party Company shall be required to use its commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability comply with the provisions of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a)5.11. In addition to the foregoing, in the case of the U.S. BorrowerCompany shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset after the Effective Date or a Real Estate Asset owned or leased on the Restatement Effective Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the time of the acquisition thereof Effective Date becomes a Material Real Estate Asset, (or within a reasonable time after the completion of the construction of the improvements), such Loan Party a) shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, title insurance policies, surveys, lien searches, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority Lien security interest in such Material Real Estate Assets; provided, howeverthat in the case of any property leased and not owned by a Credit Party as to which any of the foregoing would require the consent of the landlord, the agreements in this Section 5.11 shall be limited to the use of commercially reasonable efforts to cause such landlord to consent to the taking of these actions and to complying with this Section only to the extent that if the Material Real Estate Asset such consent is a Leasehold Propertyobtained, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party (b) shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts cause to obtain fully be executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party delivered a Collateral Access Agreement and/or similar collateral access agreements with respect to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering each such Material Real Estate Asset which is a Leasehold Property that Collateral Agent shall not be deemed to be a failure to satisfy this Section 5.11(a)reasonably request. In addition to the foregoing, in the case of the U.S. BorrowerBorrowers shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.

Additional Material Real Estate Assets. In the event that (a) Subject to the provisions of Section 5.17(b), in the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset acquired by any Loan Party after the Closing Date or a (b) any Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such propertyAsset, other than the Mortgaged Properties, and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), then such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates certificates, including those which are similar to those described in Section 5.11(b) Schedule 5.14 with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, provided that if (x) the Collateral Agent and the Borrowers agree to exclude such Material Real Estate Asset is a Leasehold Property, from the Collateral and the lease with Borrowers shall not be required to deliver any additional Security Documents if in each case, as reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the benefit afforded to the Lenders thereby or the Term Loan Agent or the Senior Representative determines not to include such Real Estate Assets in the Collateral or to not require delivery of any Mortgages, opinions of counsel, Title Policies or Surveys and (y) solely in respect to such of Leasehold Property requires lessor consent to effectuate a MortgageProperties that are Material Real Estate Assets, such the applicable Loan Party shall only be obligated to use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy meet its obligations under this Section 5.11(a)5.11 and only to the extent such efforts are similarly required by the Term Loan Agent or Senior Representative. In addition to the foregoing, in the case of the U.S. BorrowerBorrowers shall, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent Agent, such appraisals as are required by law or regulation any Requirement of Law of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that Lien. For the Administrative Agent or Collateral Agent reasonably request avoidance of doubt, with respect to such Material any Real Estate Assets; providedAsset acquired or leased after the Closing Date, howeverunless required pursuant to this Section 5.11, environmental site assessments no Loan Party shall not be required more than once to take any actions to xxxxx x Xxxx or perfect a Lien in any twelve (12) month period, unless Collateral Agent has a good faith belief Real Estate Asset that there is not a violation of Environmental Laws or a release of Hazardous Materials at the Material Real Estate Asset.

Additional Material Real Estate Assets. In the event, and subject to the Agreed Security Principles, that (a) Subject to the provisions of Section 5.17(b), in the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset acquired by any Loan Party after the Closing Date or a (b) any Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such propertyAsset, other than the Mortgaged Properties, and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), then such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates certificates, including those which are similar to those described in Section 5.11(b) Schedule 5.14 with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, provided that if the Material Real Estate Asset is a Leasehold Property, Collateral Agent and the lease with respect Borrowers agree to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering exclude such Material Real Estate Asset which is a Leasehold Property from the Collateral and the Borrowers shall not be deemed required to be deliver any additional Security Documents if in each case, as reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a failure security interest is excessive in relation to satisfy this Section 5.11(a)the benefit afforded to the Lenders thereby or the Term Loan Agent or the Senior Representative determines not to include such Real Estate Assets in the Collateral or to not require delivery of any Mortgages, opinions of counsel, Title Policies or Surveys. In addition to the foregoing, in the case of the U.S. BorrowerBorrowers shall, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent Agent, such appraisals as are required by law or regulation any Requirement of Law of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that Lien. For the Administrative Agent or Collateral Agent reasonably request avoidance of doubt, with respect to such any Real Estate Asset acquired after the Closing Date, unless required pursuant to this Section 5.11, no Loan Party shall be required to take any actions to xxxxx x Xxxx or perfect a Lien in a Real Estate Asset that is not a Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.. 168

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b)5.17, in the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. Borrower, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Party acquires a any Real Estate Asset that constitutes a Material Property (including fee or leasehold interests but other than Excluded Leased Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Date becomes a Material Real Estate Asset as a result of improvements upon such property, Property) and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then the time of the acquisition thereof Borrower shall, or shall cause such other Loan Party to, within forty-five (45) Business Days (or within a reasonable time such longer period as may be agreed to by the Administrative Agent) after the completion of the construction of the improvements)acquiring such Real Property, such Loan Party shall promptly take 108 all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documentsassignments of leases and rents, instrumentstitle insurance policies, agreementsflood insurance, opinions surveys, landlord estoppel certificates, legal opinions, subordination, non-disturbance and certificates attornment agreements and other instruments and agreements similar to those described in required on the Closing Date under Section 5.11(b4.01(d), Section 4.01(e), Section 4.01(l), Section 4.01(m), Section 4.01(n), Section 4.01(o) and Section 4.01(bb) with respect to each such Material Real Estate Asset, Property that the Collateral Administrative Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien first priority security interest in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect Property (subject to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(aSenior Permitted Liens). In addition to the foregoing, in the case of the U.S. BorrowerBorrower shall, or shall cause such other Loan Party to, at the request of the Collateral AgentRequired Lenders, deliver, from time to time, to the Administrative Agent and the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets Property with respect to which the Collateral Agent has been granted a Lien and Lien. Notwithstanding anything to the contrary in this Section 5.12, the Loan Parties shall not be required to (a) take the actions necessary to grant a perfected security interest in, or (b) obtain title insurance policies with respect to, the Excluded Leased Real Property or any environmental site assessments or reports Property acquired after the Closing Date to the extent that the Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of taking such actions or Collateral Agent reasonably request obtaining such policies. Additionally, following the acquisition of any Real Property by a Loan Party, the definitions, exhibits and schedules to this Agreement and any other Loan Document (including the Disbursement Agreements) related to descriptions of Real Property shall be deemed amended to the extent necessary to reflect such acquisition. Notwithstanding anything to the contrary in this Section 5.12, in the event Empire Sub II enters into an XXX Lease Agreement or an XXX Leaseback Agreement with the XXX with respect to such Material Real Estate Assets; providedthe Entertainment Village, howeverthe Borrower shall promptly cause Empire Sub II and shall use commercially reasonable efforts to cause the XXX to enter into one or more Mortgages, environmental site assessments substantially in the form of Exhibit C-5, with respect thereto but shall not otherwise be required more than once to take any other action, execute or deliver (or cause to be executed or delivered) any other instrument or agreement or take or cause to be taken any other action pursuant to this Section 5.12 unless reasonably requested by the Administrative Agent (provided in any twelve (12) month periodno event shall the Borrower be required to purchase title insurance policies, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws obtain estoppel certificates or a release of Hazardous Materials at the Real Estate Assetprovide updated surveys with respect thereto).

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset Asset, or a Real Estate Asset owned or leased on as of the Restatement Closing Date which is not subject to a Mortgage becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Second Priority Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, at then (in either such case) such Credit Party, as soon as practical after and, in any event, no later than 90 days (subject to extensions in the time reasonable discretion of the acquisition thereof (Administrative Agent) after, acquiring such Material Real Estate Asset or within a reasonable time after the completion such Real Estate Asset owned as of the construction of the improvements)Closing Date becoming a Material Real Estate Asset, such Loan Party shall promptly will, at its expense, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, fixture filings, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(bSections 3.1(g) and 5.17 with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority Lien in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, in such Material Real Estate Assets; provided, however, that if Assets and to the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan extent obtained by any Credit Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of for any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is Assets, a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a)Phase I Report with respect thereto. In addition to the foregoing, in the case of the U.S. Borrowereach Credit Party will, at the request of the Collateral AgentAdministrative Agent or the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and for the benefit of the Revolving Secured Parties. Notwithstanding anything to the contrary contained above in this Section 5.11, actions required by the applicable Credit Party to perfect the Collateral Agent’s security interest on behalf of the Revolving Secured Parties in any environmental site assessments or reports that the Administrative Agent or real property Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in to be taken by any twelve Credit Party to the extent that (12I) month periodthe Borrower has made a reasonable request therefore to the Administrative Agent, unless Collateral (II) the Administrative Agent has a good faith belief reasonably determined that there is a violation the incremental costs of Environmental Laws perfecting the security interest with respect thereto materially exceeds the practical benefits of the perfected security interest afforded thereby and (III) no such steps are being taken to perfect such security interests in respect of the Secured Notes or a release of Hazardous Materials at the Real Estate AssetAdditional Secured Notes.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that Company or any Loan Party Guarantor Subsidiary acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof then Company or such Guarantor Subsidiary, within sixty (60) days (or within a such longer period as may be agreed by Administrative Agent) after acquiring such Material Real Estate Asset, shall take reasonable time after the completion of the construction of the improvements), such Loan Party shall promptly take all such and customary actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions the flood hazard determination required by Section 3.1(i) and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor evidence of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, flood insurance coverage as required by applicable law and the lease with respect to such Leasehold Property requires lessor consent to effectuate following: (i) a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold PropertyMortgage (together with UCC-1 fixture filings if requested by Administrative Agent), in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset Asset, which is a Leasehold Property Mortgage shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to effectively create in favor of Collateral Agent for the foregoing, in the case benefit of the U.S. BorrowerSecured Parties, at the request of the Collateral Agenta first-priority mortgage Lien on such Material Real Estate Asset, deliver, from time subject only to time, Permitted Liens; (ii) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted (a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request “Title Company”) with respect to such Material Real Estate Assets; providedAsset (a “Title Policy”), however, environmental site assessments shall in amounts not be required more less than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation the fair market value of Environmental Laws or a release of Hazardous Materials at the such Material Real Estate Asset., in form and substance reasonably satisfactory to Collateral Agent, (iii) evidence reasonably satisfactory to Collateral Agent of payment of all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for such Material Real Estate Asset in the appropriate real estate records; (iv) with respect to the Mortgage, opinions, addressed to Administrative Agent, Collateral Agent and the other Lenders of (A) outside counsel or in-house counsel (consistent with those required by Section 3.1(e)), as to the due authorization, execution and delivery of the Mortgage by Company or any Guarantor, as applicable, and (B) local counsel in each jurisdiction such Material Real Estate Asset is located as to other customary opinions relating to the Mortgage; (v) with respect to such Material Real Estate Asset, such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Company to issue the Title Policies contemplated above; and (vi) to the extent in the possession of Company or the -137- 105376510

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Effective Date becomes a Material Real Estate Asset as a result of improvements upon (or, with respect to the Existing Headquarters Asset, such propertyReal Estate Asset has not been sold pursuant to an Existing Headquarters Asset Sale on or prior to March 31, 2007), and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), then such Loan Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(bSections 5.19(c) and a written opinion of counsel for the Credit Parties as to such matters related thereto as the Collateral Agent may request in form and substance reasonably acceptable to the Collateral Agent, in each case, with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. BorrowerCompany shall, at the request of the Collateral AgentRequisite Lenders, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that Lien. In addition to the Administrative Agent or Collateral Agent reasonably request with respect to such foregoing, if the Company acquires a Material Real Estate Assets; providedAsset which has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless the Company promptly provide Collateral Agent has with a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Phase I Report for each Material Real Estate AssetAsset so acquired, in a form reasonably satisfactory to the Administrative Agent.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Party acquires a any Real Estate Asset that constitutes a Material Property (including fee or leasehold interests but other than Excluded Leased Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Date becomes a Material Real Estate Asset as a result of improvements upon such property, Property) and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at then the time of the acquisition thereof Borrower shall, or shall cause such other Loan Party to, within forty-five (45) Business Days (or within a reasonable time such longer period as may be agreed to by the Administrative Agent) after the completion of the construction of the improvements)acquiring such Real Property, such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documentsassignments of leases and rents, instrumentstitle insurance policies, agreementsflood insurance, opinions surveys, landlord estoppel certificates, legal opinions, subordination, non-disturbance and certificates attornment agreements and other instruments and agreements similar to those described in required on the Closing Date under Section 5.11(b4.01(d), Section 4.01(e), Section 4.01(l), Section 4.01(m), Section 4.01(n), Section 4.01(o) and Section 4.01(bb) with respect to each such Material Real Estate Asset, Property that the Collateral Administrative Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien first priority security interest in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect Property (subject to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(aSenior Permitted Liens). In addition to the foregoing, in the case of the U.S. BorrowerBorrower shall, or shall cause such other Loan Party to, at the request of the Collateral AgentRequired Lenders, deliver, from time to time, to the Administrative Agent and the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets Property with respect to which the Collateral Agent has been granted a Lien and Lien. Notwithstanding anything to the contrary in this Section 5.12, the Loan Parties shall not be required to (a) take the actions necessary to grant a perfected security interest in, or (b) obtain title insurance policies with respect to, the Excluded Leased Real Property or any environmental site assessments or reports Property acquired after the Closing Date to the extent that the Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of taking such actions or Collateral Agent reasonably request obtaining such policies. Additionally, following the acquisition of any Real Property by a Loan Party, the definitions, exhibits and schedules to this Agreement and any other Loan Document (including the Disbursement Agreements) related to descriptions of Real Property shall be deemed amended to the extent necessary to reflect such acquisition. Notwithstanding anything to the contrary in this Section 5.12, in the event Empire Sub II enters into an XXX Lease Agreement or an XXX Leaseback Agreement with the XXX with respect to such Material Real Estate Assets; providedthe Entertainment Village, howeverthe Borrower shall promptly cause Empire Sub II and shall use commercially reasonable efforts to cause the XXX to enter into one or more Mortgages, environmental site assessments substantially in the form of Exhibit C-5, with respect thereto but shall not otherwise be required more than once to take any other action, execute or deliver (or cause to be executed or delivered) any other instrument or agreement or take or cause to be taken any other action pursuant to this Section 5.12 unless reasonably requested by the Administrative Agent (provided in any twelve (12) month periodno event shall the Borrower be required to purchase title insurance policies, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws obtain estoppel certificates or a release of Hazardous Materials at the Real Estate Assetprovide updated surveys with respect thereto).

Additional Material Real Estate Assets. (a) Subject to At any time after the provisions of Section 5.17(b)Funding Date, in the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), then such Loan Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates certificates, including those which are similar to those described in Section 5.11(bSections 3.2(f) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; providedprovided that, however, that if the solely with respect to Material Real Estate Asset is a Assets constituting Leasehold PropertyProperties, and no Credit Party shall be required to enter into leasehold mortgages unless all requisite lessor consents have been obtained; provided that the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party Credit Parties shall use commercially reasonable efforts (but shall not be required to provide cash concessions or make consent payments) to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a)consents. In addition to the foregoing, in at any time after the case of the U.S. BorrowerFunding Date, Borrower shall, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien (provided that for so long as no Event of Default shall have occurred and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request is continuing, no more than one appraisal shall be required with respect to such Material any Real Estate Assets; provided, however, environmental site assessments shall not be required more than once Asset in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetFiscal Year).

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party other than a Foreign Subsidiary acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), then such Loan Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgagesMortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b3.1(h) of the Existing Credit Agreement with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, provided that if the Material no such Lien shall be required to be granted as contemplated by this Section 5.11 on any owned Real Estate Asset or fixtures the acquisition of which is a Leasehold Propertyfinanced, and or is to be financed in whole or in part through the lease with respect incurrence of Indebtedness permitted by Section 6.1(r) or Section 6.10, until such Indebtedness is repaid in full (without giving effect to such Leasehold Property requires lessor consent to effectuate a Mortgageany refinancing thereof) or, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in as the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of may be, the Borrower determines not to proceed with such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a)financing or refinancing. In addition to the foregoing, in the case of the U.S. BorrowerBorrower shall, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that Lien. Notwithstanding anything in this Section to the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; providedcontrary, however, environmental site assessments Third Wave shall not be required more than once to execute or deliver a Mortgage in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation respect of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetThird Wave Leasehold Facility.

Additional Material Real Estate Assets. (a) Subject to the provisions of Section 5.17(b), in In the event that any Loan Credit Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Closing Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time taking into account not to create adverse tax consequences to Xerium in respect of 103 Section 956 of the acquisition thereof Internal Revenue Code, then such Credit Party, as soon as practicable but in no event later than twenty (or within a reasonable time 20) days after the completion of the construction of the improvements)acquiring such Material Real Estate Asset, such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien security interest in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan . The applicable Credit Party shall use its commercially reasonable efforts to obtain such consent, and, in addition, in cause a Landlord Personal Property Collateral Access Agreement and a Landlord Consent and Estoppel to be executed by the case of applicable landlord and delivered to the Collateral Agent (i) within 90 days after the Closing Date with respect to any Material Real Estate Asset which is Leasehold Property listed on Schedule 4.13(b) as a Leasehold Property for and located in the United States and with respect to which a memorandum aggregate payments under the terms of such lease are $500,000 or more per annum, and (ii) within 90 days after the acquisition of interest therein, any other Leasehold Property is not recorded, such Loan located in the United States which the Credit Party shall use commercially reasonable efforts leases and with respect to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability which aggregate payments under the terms of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a)lease are $500,000 or more per annum. In addition to the foregoing, in the case of the U.S. Borrowereach Borrower shall, at the request of the Collateral AgentRequisite Banks, deliver, from time to time, to the Collateral Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate AssetLien.