Common use of Additional Mortgaged Property Clause in Contracts

Additional Mortgaged Property. If, after the Closing Date, any of the Borrowers or any of their Subsidiaries acquires or leases real estate, other than real estate acquired with the proceeds of Indebtedness permitted by Section 9.1(d), such Borrower shall, or shall cause such Subsidiary to, in each case to the extent reasonably requested by the Agent, forthwith deliver to the Collateral Agent for the benefit of the Secured Parties a fully executed mortgage or deed of trust over such real estate, in form and substance satisfactory to the Agent, together with title insurance policies, surveys, evidences of insurances with the Collateral 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 such Borrower or such Subsidiary as of the Closing Date. At any time following the Closing Date, upon written request of the Agent, the Borrowers shall, and shall cause any of their Subsidiaries to, forthwith deliver to the Collateral Agent for the benefit of the Secured Parties a fully executed mortgage or deed of trust over any Real Estate owned or leased but not mortgaged to the Collateral Agent on the Closing Date, in form and substance satisfactory to the Agent, together with title insurance policies, surveys, evidences of insurance with the Collateral 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 such Borrower or such Subsidiary as to the Closing Date. The Borrowers further agree that, following the taking of such actions with respect to such real estate, the Collateral Agent shall have for the benefit of the Secured Parties 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. If, after the Closing Date, any of the Borrowers Borrower or any of their its Subsidiaries acquires (a) leases Real Estate which has annual leasehold payments of at least $500,000, the Borrower or leases real estate, other than real estate acquired with the proceeds of Indebtedness permitted by Section 9.1(d), such Borrower shall, or Subsidiary shall use its commercially reasonable efforts to cause such Subsidiary tolease to permit the Administrative Agent to take a mortgage or deed of trust over such Real Estate lease and, in each case to the extent reasonably requested permitted and if required by the AgentAdministrative Agent in its reasonable discretion, to forthwith deliver to the Collateral Administrative Agent for the benefit of the Secured Parties a fully executed mortgage or deed of trust over such real estateleased Real Estate, in form and substance reasonably satisfactory to the Administrative Agent, together with title insurance policies, surveysTitle Policies, evidences of insurances insurance with the Collateral 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 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 Borrower 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 as of the Closing Date. At any time following the Closing Date, upon written request of the Agent, the Borrowers shall, and shall cause any of their Subsidiaries to, forthwith deliver to the Collateral Administrative Agent for the benefit of the Secured Parties a fully executed mortgage or deed of trust over any such owned Real Estate owned or leased but not mortgaged to the Collateral Agent on the Closing DateEstate, in form and substance reasonably satisfactory to the Administrative Agent, together with title insurance policies, surveys, evidences of insurance with the Collateral Administrative Agent named as loss payee and additional insured, legal opinions and other documents and certificates with respect to such owned Real Estate as was required reasonably requested by the Administrative Agent except mortgages for Real Estate those owned properties to which the Administrative Agent shall determine that the costs of obtaining such Borrower or such Subsidiary as mortgage is excessive in relation to the Closing Datevalue of the security afforded thereby. The Borrowers Borrower further agree agrees that, following the taking of such actions with respect to such real estateReal Estate, the Collateral Administrative Agent shall have for the benefit of the Secured Parties Lenders and the Administrative Agent a valid and enforceable first priority mortgage or deed of trust over such real estateReal Estate, free and clear of all defects and encumbrances Liens except for Permitted LiensLiens permitted by Section 7.01.

Additional Mortgaged Property. If, after the Closing Date, any of the Borrowers or any of their its Subsidiaries acquires Real Estate used as a manufacturing or leases real estatewarehouse facility, other than real estate acquired with the proceeds of Indebtedness permitted by Section 9.1(d), such Borrower Borrowers shall, or shall cause such Subsidiary to, in each case to the extent reasonably requested by the Agent, forthwith deliver to the Collateral Administrative Agent for the benefit of the Secured Parties a fully executed mortgage or deed of trust over such real estateReal Estate, in form and substance satisfactory to the Agent, together with title insurance policies, surveys, evidences of insurances with the Collateral 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 such Borrower or such Subsidiary as of the Closing Date. At any time following the Closing Date, upon written request of the Agent, the Borrowers shall, and shall cause any of their Subsidiaries to, forthwith deliver to the Collateral Agent for the benefit of the Secured Parties a fully executed mortgage or deed of trust over any Real Estate owned or leased but not mortgaged to the Collateral Agent on the Closing Date, in form and substance satisfactory to the Administrative Agent, together with title insurance policies, surveys, evidences of insurance with the Collateral 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 such Borrower the Borrowers or such Subsidiary as to of the Closing Date. The Borrowers further agree that, following the taking of such actions with respect to such real estateReal Estate, the Collateral Administrative Agent shall have for the benefit of the Secured Parties Lenders and the Administrative Agent a valid and enforceable first priority mortgage or deed of trust over such real estateReal Estate, free and clear of all defects and encumbrances Liens except for Permitted Liens. If, after an Event of Default, the Borrowers or any of their Subsidiaries lease Real Estate used as a manufacturing or warehouse facility, the Borrowers shall, or shall cause such Subsidiary to, forthwith deliver to the Administrative Agent a landlord waiver relating to such property in form and substance satisfactory to the Administrative Agent.

Additional Mortgaged Property. At any time following the Third Amendment Effective Date, upon written request of the Agent, the Borrower shall, and shall cause any of the other Transaction Parties to, 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 any Real Estate owned or leased but not mortgaged to the Agent on the Third Amendment Effective Date or as required pursuant to SCHEDULE 8.19, each in form and substance satisfactory to the Agent, together with such title insurance policies, surveys, evidences of insurance with the 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 Closing Third Amendment Effective Date, the Borrower or any of the Borrowers or any of their Subsidiaries other Transaction Parties acquires or leases real estateadditional Real Estate, other than real estate acquired with the proceeds of Indebtedness permitted by Section 9.1(d), such Borrower shall, or shall cause such Subsidiary other Transaction Party to, promptly notify the Agent in writing thereof and in each case to the extent reasonably requested by the Agent, forthwith (but in any event within 45 days following any such request therefor) deliver to the Collateral Agent for the benefit of the Secured Parties Banks a fully executed mortgage or deed of trust over such real estateReal Estate, in form and substance satisfactory to the Agent, together with such title insurance policies, surveys, evidences of insurances insurance with the Collateral 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 such Borrower or such Subsidiary as of the Closing Date. At any time following the Closing Date, upon written request of the Agent, the Borrowers shall, and shall cause any of their Subsidiaries to, forthwith deliver to the Collateral Agent for the benefit of the Secured Parties a fully executed mortgage or deed of trust over any Real Estate owned or leased but not mortgaged to the Collateral Agent on the Closing Date, in form and substance satisfactory to the Agent, together with title insurance policies, surveys, evidences of insurance with the Collateral 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 such Borrower or such Subsidiary as to the Closing Datemay reasonably request. The Borrowers Borrower further agree agrees that, following the taking of such actions with respect to such real estateReal Estate, the Collateral Agent shall have have, for the benefit of the Secured Parties Banks, a valid and enforceable first priority mortgage or deed of trust over such real estateReal Estate, free and clear of all defects and encumbrances except for Permitted Liens."

Additional Mortgaged Property. If, after the Closing Date, any of the Borrowers or any of their its Subsidiaries acquires Real Estate used as a retail, manufacturing or leases real estatewarehouse facility, other than real estate acquired with the proceeds of Indebtedness permitted by Section 9.1(d), such Borrower Borrowers shall, or shall cause such Subsidiary to, in each case to the extent reasonably requested by the Agent, forthwith deliver to the Collateral Administrative Agent for the benefit of the Secured Parties a fully executed mortgage or deed of trust over such real estateReal Estate, in form and substance satisfactory to the Agent, together with title insurance policies, surveys, evidences of insurances with the Collateral 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 such Borrower or such Subsidiary as of the Closing Date. At any time following the Closing Date, upon written request of the Agent, the Borrowers shall, and shall cause any of their Subsidiaries to, forthwith deliver to the Collateral Agent for the benefit of the Secured Parties a fully executed mortgage or deed of trust over any Real Estate owned or leased but not mortgaged to the Collateral Agent on the Closing Date, in form and substance satisfactory to the Administrative Agent, together with title insurance policies, surveys, evidences of insurance with the Collateral 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 such Borrower the Borrowers or such Subsidiary as to of the Closing Date. The Borrowers further agree that, following the taking of such actions with respect to such real estateReal Estate, the Collateral Administrative Agent shall have for the benefit of the Secured Parties Lenders and the Administrative Agent a valid and enforceable first priority mortgage or deed of trust over such real estateReal Estate, free and clear of all defects and encumbrances Liens except for Permitted Liens. If, after an Event of Default, the Borrowers or any of their Subsidiaries lease Real Estate used as a manufacturing or warehouse facility, the Borrowers shall, or shall cause such Subsidiary to, forthwith deliver to the Administrative Agent a landlord waiver relating to such property in form and substance satisfactory to the Administrative Agent.