Common use of Additional Mortgaged Property Clause in Contracts

Additional Mortgaged Property. (a) If, after the Closing Date, the Borrower or any of its Subsidiaries acquires a fee interest in Real Estate, the Borrower shall, or shall cause such Subsidiary to, deliver, within thirty (30) days of such acquisition, to the Administrative Agent for the benefit of the Lenders and the Administrative Agent a fully executed valid and enforceable first priority mortgage or deed of trust over such acquired Real Estate free and clear of all defects and encumbrances except for Permitted Liens. (b) If, after the Closing Date, the Borrower intends to lease Real Estate, or to lease office space where it intends to maintain books and records relating to its business, the Borrower shall use reasonable best efforts to ensure that such lease permits the Administrative Agent to obtain a first priority leasehold mortgage over such leased Real Estate and to obtain from the landlord a waiver in form and substance satisfactory to the Administrative Agent which acknowledges and consents to the Administrative Agent’s Liens on the personal property of the Borrower maintained on such leased property and subordinates the landlord’s claim to such property to that of the Administrative Agent and permits the Administrative Agent to enter such Real Estate in connection with the exercise of the Administrative Agent’s rights with respect to such Liens. Upon the execution of such lease, the Borrower shall promptly deliver to the Administrative Agent a copy of such lease, and, to the extent permitted by the applicable lease, the Borrower shall deliver forthwith to the Administrative Agent for the benefit of the Lenders and the Administrative Agent a fully executed, valid and enforceable first priority leasehold mortgage over such leased Real Estate, free and clear of all defects and encumbrances except for Permitted Liens. (c) Each such mortgage, leasehold mortgage or deed of trust referred to in §8.14(a) and (b) shall be in form and substance satisfactory to the Administrative Agent, together with title insurance policies, surveys, evidences of insurance with the Administrative Agent named as loss payee and additional insured, legal opinions and other documents and certificates with respect to such Real Estate (such policies (for amounts that correspond to the fair market value of such property), surveys, evidence of insurance, opinions and other documents and certificates referred to in this §8.14 as reasonably required by the Administrative Agent.

Additional Mortgaged Property. (a) At the request of the Agent at any time after the Closing Date, the Borrower shall, as soon as practicable, and in any event not later than sixty (60) days after such request, (i) take all steps that may be requested by the Agent in order to grant to the Agent, for the benefit of the Banks and the Agent, a first priority perfected leasehold mortgage on the leasehold interests of the Borrower and its Subsidiaries in the Real Estate and (ii) deliver to the Agent such supporting and additional documentation, including, without limitation, corporate authority documentation, legal opinions, and landlord consents as may be reasonably requested by the Agent in connection with such leasehold mortgages. (b) If, after the Closing Date, the Borrower or any of its Subsidiaries acquires or leases for a fee interest term in Real Estateexcess of ten (10) years real estate used as a restaurant facility, the Borrower shall, within 10 Business Days of such acquisition or such lease, notify the Agent of such acquisition or such lease and, if requested by the Agent, the Borrower shall, or shall cause such Subsidiary to, deliverforthwith, within thirty and in any event not later than sixty (3060) days of after such acquisitionrequest, deliver to the Administrative Agent for the benefit of the Lenders and the Administrative Agent a fully executed valid and enforceable first priority mortgage or deed of trust over such acquired Real Estate free and clear of all defects and encumbrances except for Permitted Liens. (b) Ifreal estate, after the Closing Date, the Borrower intends to lease Real Estate, or to lease office space where it intends to maintain books and records relating to its business, the Borrower shall use reasonable best efforts to ensure that such lease permits the Administrative Agent to obtain a first priority leasehold mortgage over such leased Real Estate and to obtain from the landlord a waiver in form and substance satisfactory to the Administrative Agent which acknowledges and consents to the Administrative Agent’s Liens on the personal property of the Borrower maintained on such leased property and subordinates the landlord’s claim to such property to that of the Administrative Agent and permits the Administrative Agent to enter such Real Estate in connection with the exercise of the Administrative Agent’s rights with respect to such Liens. Upon the execution of such lease, the Borrower shall promptly deliver to the Administrative Agent a copy of such lease, and, to the extent permitted by the applicable lease, the Borrower shall deliver forthwith to the Administrative Agent for the benefit of the Lenders and the Administrative Agent a fully executed, valid and enforceable first priority leasehold mortgage over such leased Real Estate, free and clear of all defects and encumbrances except for Permitted Liens. (c) Each such mortgage, leasehold mortgage or deed of trust referred to in §8.14(a) and (b) shall be in form and substance satisfactory to the Administrative Agent, together with title insurance policies, surveys, evidences of insurance insurances with the Administrative Agent named as loss payee and additional insured, legal opinions and other documents and certificates with respect to such real estate as was required for Real Estate of the Borrower or such Subsidiary as of the Closing Date. The Borrower further agrees that, following the taking of such actions with respect to such real estate, the Agent shall have for the benefit of the Banks and the Agent a valid and enforceable first priority mortgage or deed of trust over such real estate, free and clear of all defects and encumbrances except for Permitted Liens. (such policies (for amounts c) The parties hereto agree that correspond the Borrower shall not be required to deliver to the fair market value Agent on the Closing Date mortgages or deeds of trust with respect to the Real Estate located in Florida. The Borrower agrees that, upon the request of the Agent, it shall forthwith, and in any event not later than sixty (60) days after such property)request, surveysdeliver to the Agent a fully executed mortgage or deed of trust over such real estate, evidence in form and substance satisfactory to the Agent, together with title insurance policies, evidences of insuranceinsurances with the Agent named as loss payee and additional insured, legal opinions and other documents and certificates referred with respect to such real estate in this §8.14 the same manner as reasonably was required by for the Administrative Real Estate which was the subject of a Mortgage granted in favor of the Agent on the Closing Date; PROVIDED that the Agent and the Banks agree that the Agent shall not request that the Borrower deliver such mortgages or deeds of trust until either (i) the occurrence and continuance of a Default or Event of Default, (ii) the Borrower and its Subsidiaries have sold or otherwise disposed of Real Estate with a value such that the Agent, in its reasonable discretion, believes that the amount of Collateral securing the Obligations has been materially diminished or (iii) the Credit Agreement has been amended to include $20,000,000 or more of term loans as a portion of the Obligations. The Borrower further agrees that, following the taking of such actions with respect to such real estate, the Agent shall have for the benefit of the Banks and the Agent a valid and enforceable first priority mortgage or deed of trust over such real estate, free and clear of all defects and encumbrances except for Permitted Liens.

Additional Mortgaged Property. (aTo the extent not otherwise provided in Section 7.3(j) Ifhereof, if at any time after the Closing DateDate any Credit Party shall own any Real Property other than Leaseholds (each an “Additional Mortgaged Property”), the Borrower or any of its Subsidiaries acquires a fee interest in Real Estate, the Borrower such Credit Party shall, or shall cause such Subsidiary toupon the request of the Administrative Agent, deliver, within thirty (30) days of such acquisition, deliver to the Administrative Agent for the benefit following: (i) an executed Mortgage, in one of the Lenders and forms attached hereto as Exhibit J, as appropriate; (ii) a Mortgage Policy issued by a Title Company, in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring the Administrative Agent that the applicable Mortgage creates a fully executed valid and enforceable first priority mortgage or deed of trust over lien on the respective Additional Mortgaged Property encumbered thereby and confirming that fee simple title to such acquired Real Estate free Additional Mortgaged Property is vested in the applicable Credit Party, which Mortgage Policy shall include such endorsements and clear of all defects and encumbrances except for Permitted Liens. (b) If, after the Closing Date, the Borrower intends to lease Real Estate, or to lease office space where it intends to maintain books and records relating to its business, the Borrower shall use reasonable best efforts to ensure that such lease permits affirmative coverage as reasonably required by the Administrative Agent to obtain a first priority leasehold mortgage over such leased Real Estate and to obtain from Agent, all of the landlord a waiver foregoing in form and substance reasonably satisfactory to the Administrative Agent which acknowledges Agent; (iii) a title report issued by the Title Company with respect thereto dated not more than 30 days prior to the date of the Mortgage Policy and consents satisfactory in form and substance to the Administrative Agent’s Liens on ; (iv) copies of all recorded documents listed as exceptions to title or otherwise referred to in the personal property of the Borrower maintained on Mortgage Policy or in such leased property and subordinates the landlord’s claim to such property to that of the Administrative Agent and permits the Administrative Agent to enter such Real Estate in connection with the exercise of the Administrative Agent’s rights with respect to such Liens. Upon the execution of such lease, the Borrower shall promptly deliver to the Administrative Agent a copy of such lease, andtitle report, to the extent permitted by available from the applicable lease, public records or the Borrower shall deliver forthwith to the Administrative Agent for the benefit records of the Lenders and Title Company or the Administrative Agent a fully executed, valid and enforceable first priority leasehold mortgage over such leased Real Estate, free and clear of all defects and encumbrances except for Permitted Liens.Credit Parties; (cv) Each such mortgagea Phase I environmental report, leasehold mortgage or deed of trust referred to in §8.14(a) and (b) shall be in form and substance reasonably satisfactory to the Administrative Agent, together and to the extent in existence, all other reports prepared by independent environmental engineering or consulting firms with title insurance policiesrespect such Additional Mortgaged Property, surveysin each case, evidences of insurance with reliance language therein reasonably satisfactory to the Administrative Agent named as loss payee or, in the alternative, with a reliance letter addressed and additional insured, legal opinions and other documents and certificates with respect to such Real Estate (such policies (for amounts that correspond reasonably satisfactory to the fair market value of Administrative Agent; (vi) a completed FEMA Standard Flood Hazard Determination for such property)Mortgaged Property; and (vii) an A.L.T.A. survey, surveysin form and substance reasonably satisfactory to the Administrative Agent, evidence of insurance, opinions and other documents sufficient to allow the Title Company to issue the Mortgage Policy without a survey exception and certificates referred to in this §8.14 with such endorsements and affirmative coverage as reasonably required by the Administrative Agent.

Additional Mortgaged Property. (a) If, after At any time following the Closing Third Amendment Effective Date, upon written request of the Borrower or any of its Subsidiaries acquires a fee interest in Real EstateAgent, the Borrower shall, or and shall cause such Subsidiary any of the other Transaction Parties to, deliver, forthwith (but in any event within thirty (3045 days following any such request therefor) days of such acquisition, deliver to the Administrative Agent for the benefit of the Lenders and the Administrative Agent Banks a fully executed valid and enforceable first priority mortgage or deed of trust over such acquired any Real Estate free and clear of all defects and encumbrances except for Permitted Liens. (b) Ifowned or leased but not mortgaged to the Agent on the Third Amendment Effective Date or as required pursuant to SCHEDULE 8.19, after the Closing Date, the Borrower intends to lease Real Estate, or to lease office space where it intends to maintain books and records relating to its business, the Borrower shall use reasonable best efforts to ensure that such lease permits the Administrative Agent to obtain a first priority leasehold mortgage over such leased Real Estate and to obtain from the landlord a waiver each in form and substance satisfactory to the Administrative Agent which acknowledges and consents to the Administrative Agent’s Liens on the personal property of the Borrower maintained on such leased property and subordinates the landlord’s claim to such property to that of the Administrative Agent and permits the Administrative Agent to enter such Real Estate in connection with the exercise of the Administrative Agent’s rights with respect to such Liens. Upon the execution of such lease, the Borrower shall promptly deliver to the Administrative Agent a copy of such lease, and, to the extent permitted by the applicable lease, the Borrower shall deliver forthwith to the Administrative Agent for the benefit of the Lenders and the Administrative Agent a fully executed, valid and enforceable first priority leasehold mortgage over such leased Real Estate, free and clear of all defects and encumbrances except for Permitted Liens. (c) Each such mortgage, leasehold mortgage or deed of trust referred to in §8.14(a) and (b) shall be in form and substance satisfactory to the Administrative Agent, together with such title insurance policies, surveys, evidences of insurance with the Administrative Agent named as loss payee and additional insured, legal opinions and other documents and certificates with respect to such Real Estate (as the Agent may reasonably request. If, after the Third Amendment Effective Date, the Borrower or any of the other Transaction Parties acquires or leases additional Real Estate, the Borrower shall, or shall cause such policies (for amounts that correspond other Transaction Party to, promptly notify the Agent in writing thereof and in each case to the fair market value extent requested by the Agent, forthwith (but in any event within 45 days following any such request therefor) deliver to the Agent for the benefit of the Banks a fully executed mortgage or deed of trust over such property)Real Estate, in form and substance satisfactory to the Agent, together with such title insurance policies, surveys, evidence evidences of insuranceinsurance with the Agent named as loss payee and additional insured, legal opinions and other documents and certificates referred with respect to in this §8.14 such real estate as the Agent may reasonably required by request. The Borrower further agrees that, following the Administrative Agenttaking of such actions with respect to such Real Estate, the Agent shall have, for the benefit of the Banks, a valid and enforceable first priority mortgage or deed of trust over such Real Estate, free and clear of all defects and encumbrances except for Permitted Liens."

Additional Mortgaged Property. (a) If, after the Closing Date, the Borrower or any of its Subsidiaries acquires (a) leases Real Estate which has annual leasehold payments of at least $500,000, the Borrower or such Subsidiary shall use its commercially reasonable efforts to cause such lease to permit the Administrative Agent to take a fee interest mortgage or deed of trust over such Real Estate lease and, to the extent permitted and if required by the Administrative Agent in its reasonable discretion, to forthwith deliver to the Administrative Agent a fully executed mortgage or deed of trust over such leased Real Estate, in form and substance reasonably satisfactory to the Borrower shallAdministrative Agent, together with Title Policies, evidences of insurance with the Administrative Agent named as loss payee and additional insured, legal opinions and other documents and certificates with respect to such leased Real Estate as reasonably requested by the Administrative Agent except for those leased properties to which the Administrative Agent shall determine that the costs of obtaining such mortgage is excessive in relation to the value of the security afforded thereby, and (b) acquires owned Real Estate which has a fair market value of at least $1,000,000, unless the Administrative Agent in its reasonable discretion shall agree otherwise, the Borrower, shall or shall cause such Subsidiary to, deliver, within thirty (30) days of such acquisition, forthwith deliver to the Administrative Agent for the benefit of the Lenders and the Administrative Agent a fully executed valid and enforceable first priority mortgage or deed of trust over such acquired Real Estate free and clear of all defects and encumbrances except for Permitted Liens. (b) If, after the Closing Date, the Borrower intends to lease owned Real Estate, or to lease office space where it intends to maintain books and records relating to its business, the Borrower shall use reasonable best efforts to ensure that such lease permits the Administrative Agent to obtain a first priority leasehold mortgage over such leased Real Estate and to obtain from the landlord a waiver in form and substance satisfactory to the Administrative Agent which acknowledges and consents to the Administrative Agent’s Liens on the personal property of the Borrower maintained on such leased property and subordinates the landlord’s claim to such property to that of the Administrative Agent and permits the Administrative Agent to enter such Real Estate in connection with the exercise of the Administrative Agent’s rights with respect to such Liens. Upon the execution of such lease, the Borrower shall promptly deliver to the Administrative Agent a copy of such lease, and, to the extent permitted by the applicable lease, the Borrower shall deliver forthwith to the Administrative Agent for the benefit of the Lenders and the Administrative Agent a fully executed, valid and enforceable first priority leasehold mortgage over such leased Real Estate, free and clear of all defects and encumbrances except for Permitted Liens. (c) Each such mortgage, leasehold mortgage or deed of trust referred to in §8.14(a) and (b) shall be in form and substance reasonably satisfactory to the Administrative Agent, together with title insurance policies, surveys, evidences of insurance with the Administrative Agent named as loss payee and additional insured, legal opinions and other documents and certificates with respect to such owned Real Estate (such policies (for amounts that correspond to the fair market value of such property), surveys, evidence of insurance, opinions and other documents and certificates referred to in this §8.14 as reasonably required requested by the Administrative AgentAgent except mortgages for those owned properties to which the Administrative Agent shall determine that the costs of obtaining such mortgage is excessive in relation to the value of the security afforded thereby. The Borrower further agrees that, following the taking of such actions with respect to such Real Estate, the Administrative Agent shall have for the benefit of the Lenders and the Administrative Agent a valid and enforceable first priority mortgage or deed of trust over such Real Estate, free and clear of all Liens except for Liens permitted by Section 7.01.

Additional Mortgaged Property. (a) IfIf any Loan Party acquires or otherwise obtains ownership of, after the Closing Date, any Real Property located in the United States having a Fair Market Value in excess of $1,500,000 (an “Additional Mortgaged Property”), then by the date that is sixty (60) days (as such time period may be extended in the Required Lender’s reasonable discretion) after the acquisition of any Additional Mortgaged Property following the Closing Date and a request from the Agent (at the direction of the Required Lenders) sent in writing to the Borrower or any Representative after the acquisition of its Subsidiaries acquires a fee interest in Real Estatesuch Additional Mortgaged Property, the Borrower Loan Parties shall, or shall cause such Subsidiary to, deliver, within thirty (30) days of such acquisition, deliver to the Administrative Agent, with respect to such Additional Mortgaged Property, as applicable: (i) a Mortgage with respect to each Additional Mortgaged Property, together with evidence each such Mortgage has been duly executed, acknowledged and delivered by a duly authorized officer of each Loan Party party thereto on or before such date in a form suitable for filing and recording in all appropriate local filing or recording offices that the Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property described therein in favor of the Agent for the benefit of the Lenders Secured Parties, subject only to Permitted Encumbrances, and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent Required Lenders; provided that to the extent any property to be subject to a fully executed valid and enforceable first priority Mortgage is located in a jurisdiction that imposes mortgage recording taxes, intangibles tax, documentary tax or deed BUSINESS.31509358.18 similar recording fees or taxes, the relevant Mortgage shall not secure an amount in excess of trust over 110% of the Fair Market Value of such acquired Real Estate free and clear of all defects and encumbrances except for Permitted Liens.property subject thereto per the most recent appraisal; (bii) Ifunless waived in writing by the Agent, after fully paid American Land Title Association or equivalent lender’s title insurance policies or marked up unconditional binder for such insurance (the Closing Date, the Borrower intends to lease Real Estate, or to lease office space where it intends to maintain books and records relating to its business, the Borrower shall use reasonable best efforts to ensure that such lease permits the Administrative Agent to obtain a first priority leasehold mortgage over such leased Real Estate and to obtain from the landlord a waiver “Mortgage Policies”) in form and substance reasonably requested by the Agent, with endorsements reasonably requested by the Agent, in amounts reasonably acceptable to the Required Lenders (not to exceed 110% of the Fair Market Value of the Additional Mortgaged Property covered thereby and subject to any tie-in coverage available), issued, coinsured and reinsured by title insurers reasonably acceptable to the Required Lenders per the most recent appraisal; (iii) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, certified to the Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent Required Lenders by a land surveyor duly registered and licensed in the state in which acknowledges the property described in such surveys is located and consents reasonably acceptable to the Administrative Required Lenders; provided that new or updated surveys will not be required if an existing survey, ExpressMap or other similar documentation is available and is sufficient for the title company issuing such Mortgage Policy to remove the general survey exception and issue the survey related endorsements without the need for such new or updated surveys; (iv) customary opinions of local counsel to the Loan Parties in jurisdictions in which the Additional Mortgaged Property is located, with respect to the enforceability and perfection of the Mortgages and, if applicable any related fixture filings, in form and substance reasonably satisfactory to the Required Lenders; (v) customary opinions of counsel to the Loan Parties in the states in which the Loan Parties party to the Mortgages are organized or formed, with respect to the valid existence, corporate power and authority of such Loan Parties in the granting of the Mortgages, in form and substance reasonably satisfactory to the Required Lenders; (vi) with respect to each Additional Mortgaged Property, a “Life-of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination in form and substance reasonably satisfactory to the Required Lenders, and if required, satisfaction of the requirements of Section 5.21; (vii) evidence that all other actions reasonably requested by the Agent’s , that are necessary in order to create valid and subsisting Liens on the personal property of described in the Borrower maintained on such leased property Mortgage, have been taken; and (viii) evidence that all documented and subordinates the landlord’s claim to such property to that of the Administrative Agent invoiced fees, costs and permits the Administrative Agent to enter such Real Estate expenses have been paid in connection with the exercise preparation, execution, filing and recordation of the Administrative Agent’s rights Mortgages, including reasonable attorneys’ fees, filing and recording fees, title insurance company coordination fees, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with respect to such Liens. Upon the execution of such lease, the Borrower shall promptly deliver to the Administrative Agent a copy of such lease, and, to the extent permitted by the applicable lease, the Borrower shall deliver forthwith to the Administrative Agent for the benefit recordation of the Lenders Mortgages and the Administrative Agent a fully executed, valid and enforceable first priority leasehold mortgage over such leased Real Estate, free and clear of all defects and encumbrances except for Permitted Liens. (c) Each such mortgage, leasehold mortgage or deed of trust referred to in §8.14(a) and (b) shall be in form and substance satisfactory to the Administrative Agent, together with title insurance policies, surveys, evidences of insurance with the Administrative Agent named as loss payee and additional insured, legal opinions and BUSINESS.31509358.18 other documents and certificates with respect to such Real Estate (such policies (for amounts that correspond to the fair market value of such property), surveys, evidence of insurance, opinions and other documents and certificates referred to matters described in this §8.14 Section 5.15 and as reasonably otherwise required by the Administrative Agentto be paid under this Agreement.