Common use of Additional Mortgages Clause in Contracts

Additional Mortgages. A. From and after the Closing Date, in the event that (i) any Borrower or any of its Subsidiaries acquires any Fee Property or any Material Leasehold (each a "Covered Real Property Asset") or (ii) at the time any Person becomes a Subsidiary of any Borrower, such Person owns or holds any Covered Real Property Asset, such Borrower or such Subsidiary shall, as soon as practicable after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any Borrower, as the case may be, deliver (a) fully executed counterparts of Mortgages (each an "Additional Mortgage" and collectively, the "Additional Mortgages") encumbering such Covered Real Property Asset, together with evidence that counterparts of such Additional Mortgages have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, on such Covered Real Property Asset in favor of Agent (or such other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property Asset"); (c) with respect to U.S. Covered Real Property Assets only, if required by Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and such other matters as Agent may reasonably request, in form and substance reasonably satisfactory to Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested by Agent, in form and substance reasonably satisfactory to Agent; (e) unless waived by Agent, in the case of each such Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretion; (f) with respect to U.S. Covered Real Property Assets only, if required by Agent, in the case of each such U.S. Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, a Title Policy; (g) with respect to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, a municipal engineer, title company or national flood certification form, as to whether (1) such U.S. Covered Real Property Asset (an "Additional Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) the community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) is located is participating in the National Flood Insurance Program; and (h) if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, Company's written acknowledgement of receipt of written notification from Agent (1) as to the existence of such Additional Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program. B. Each Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Agent, upon reasonable notice, to visit and inspect any Covered Real Property Asset for the purpose of obtaining an appraisal of value, conducted by consultants retained by Agent in compliance with all applicable banking regulations, with respect to such Covered Real Property Asset.

Additional Mortgages. A. From (a) The Company shall grant, and after shall -------------------- cause its Subsidiaries to grant, to the Closing Daterelevant Administrative Agent, for the benefit of the relevant Lenders a lien and security interest in any real property of such Person not covered by a Mortgage (including, without limitation, any real property acquired by such Loan Party pursuant to a Permitted Acquisition, but excluding any property that has a Lien thereon permitted by subsection 8.1(l)) so long as the fair market value of such property exceeds US$5,000,000 (or the C$ Equivalent thereof) an "Additional ---------- Mortgaged Property"), and shall take all actions reasonably requested by the US ------------------ Administrative Agent (including, without limitation, the obtaining of title insurance policies and title surveys) in connection with the granting of such security interest, provided, however, that no such Mortgage shall be required to -------- ------- be created with respect to any real property that is subject to a Lien permitted by subsection 8.1(l). (b) The liens and security interests required to be granted pursuant to clause (a) above shall be granted pursuant to security documentation (which shall be substantially similar to the Security Documents) reasonably satisfactory in form and substance to the US Administrative Agent and shall constitute valid and enforceable perfected security interests prior to the rights of all third Persons and subject to no other Liens except such Liens as are permitted by subsection 8. 1. The Mortgages and other instruments related thereto shall be duly recorded or filed in such manner and in such places and at such times as are required by law to establish, perfect, preserve and protect the Liens, in favor of the event that (i) any Borrower or any relevant Administrative Agent for the benefit of its Subsidiaries acquires any Fee Property or any Material Leasehold (each a "Covered Real Property Asset") or (ii) at the time any Person becomes a Subsidiary of any Borrowerrelevant Lenders, such Person owns or holds any Covered Real Property Asset, such Borrower or such Subsidiary shall, as soon as practicable after required to be granted pursuant to the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any BorrowerMortgages, as the case may be, deliver (a) fully executed counterparts and, all taxes, fees and other charges payable in connection therewith shall be paid in full by the respective Borrower. At the time of Mortgages (each an "Additional Mortgage" the execution and collectivelydelivery of the Mortgages, the "Additional Mortgages") encumbering such Covered Real Property Asset, together with evidence that counterparts of such Additional Mortgages have been recorded in all places Borrower shall cause to be delivered to the extent necessary or desirablerelevant Administrative Agent such opinions of counsel, in the reasonable judgment of Agenttitle insurance, so as to effectively create a valid title surveys and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, on such Covered Real Property Asset in favor of Agent (or such related documents other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property Asset"); (c) with respect to U.S. Covered Real Property Assets only, if required by Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and such other matters as Agent may reasonably request, in form and substance reasonably satisfactory to Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold than real estate appraisals as may be reasonably requested by Agent, in form and substance reasonably satisfactory such Administrative Agent or the relevant Required Lenders to Agent; assure themselves that this subsection has been complied with. (ec) unless waived Each Borrower agrees that each action required by Agent, in the case of each such Covered Real Property Asset consisting of a Fee Property subsections (a) or a Material Leasehold, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretion; (fb) with respect to U.S. Covered Real Property Assets onlyany Mortgages, if required by Agent, in as the case may be, shall be completed within 60 days of each the later of (i) the date such U.S. Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, a Title Policy; (g) with respect action is requested to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, a municipal engineer, title company or national flood certification form, as to whether (1) such U.S. Covered Real Property Asset (an "Additional Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards taken and (2ii) the community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) is located is participating in date of the National Flood Insurance Program; and (h) if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, Company's written acknowledgement of receipt of written notification from Agent (1) as to the existence of such Additional Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance ProgramRelevant Permitted Acquisition. B. Each Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Agent, upon reasonable notice, to visit and inspect any Covered Real Property Asset for the purpose of obtaining an appraisal of value, conducted by consultants retained by Agent in compliance with all applicable banking regulations, with respect to such Covered Real Property Asset.

Additional Mortgages. A. From and after Without limiting the Closing Dategenerality of Sections 2.01(a), 6.08 and/or 6.12 hereunder, with respect to any real property owned or leased by any Company that is (A) not already subject to a first mortgage, leasehold mortgage and/or first priority perfected collateral assignment of lease, as applicable, in accordance with the event that requirements of Sections 2.01(a)(iii) and 2.01(a)(iv) hereof, and (B) not excepted from the requirements of Section 2.01(a) pursuant to Schedule 2.01(a), cause to be delivered to the Agent, within 60 days of the Fourth Amendment Effective Date (or such later date as the Agent shall reasonably determine): (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "Mortgage Instrument" and collectively the "Mortgage Instruments") encumbering the fee interest and/or leasehold interest of any Borrower or any of its Subsidiaries acquires any Fee Property or any Material Leasehold Company in such property (each a "Covered Real Property AssetMortgaged Property" and collectively the "Mortgaged Properties") or and all supporting documents reasonably requested by the Agent; (ii) at in the time any Person becomes a Subsidiary case of each real property leasehold interest of any BorrowerLoan Party constituting Mortgaged Property, (A) such Person owns or holds any Covered Real Property Assetestoppel letters, such Borrower or such Subsidiary shall, as soon as practicable after consents and waivers from the acquisition landlords of such Covered Real Property Asset or such Person's becoming a Subsidiary of any Borrowerreal property as may be reasonably required by the Agent, as the case may be, deliver and (aB) fully executed counterparts of Mortgages (each an "Additional Mortgage" and collectively, the "Additional Mortgages") encumbering such Covered Real Property Asset, together with evidence that counterparts the applicable lease, a memorandum of lease with respect thereto, or other evidence of such Additional Mortgages have lease, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, Liens) on such Covered Real Property Asset leasehold interest in favor of the Agent (or such other trustee Person as may be required or desired under local law) for the benefit of the Lenders; (b) a title report obtained by Company in respect . provided, however, the failure to deliver any of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property Asset"); (c) above documents with respect to U.S. Covered Real Property Assets only, a leasehold interest shall not constitute a Default hereunder if required by Agent, an opinion of counsel the Companies have been unable to obtain the same (which counsel shall be reasonably satisfactory to Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and such other matters as Agent may reasonably request, in form and substance reasonably satisfactory extent required to Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters be obtained from the landlord), or the necessary consent therefor, from the applicable landlord on such Material Leasehold as may be reasonably requested by Agent, in form and substance reasonably satisfactory to Agent; (e) unless waived by Agent, in the case of each such Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its using commercially reasonable discretion; (f) with respect to U.S. Covered Real Property Assets only, if required by Agent, in the case of each such U.S. Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, a Title Policy; (g) with respect to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, a municipal engineer, title company or national flood certification form, as to whether (1) such U.S. Covered Real Property Asset (an "Additional Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) the community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) is located is participating in the National Flood Insurance Program; and (h) if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, Company's written acknowledgement of receipt of written notification from Agent (1) as to the existence of such Additional Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Programefforts. B. Each Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Agent, upon reasonable notice, to visit and inspect any Covered Real Property Asset for the purpose of obtaining an appraisal of value, conducted by consultants retained by Agent in compliance with all applicable banking regulations, with respect to such Covered Real Property Asset.

Additional Mortgages. A. From The Borrower will, and after the Closing Datewill cause each of its Domestic Subsidiaries other than Excluded Subsidiaries to, in the event that (i) grant to the Administrative Agent security interests and mortgages (each such mortgage, as well as any mortgage granted pursuant to Section 7.11(j), an "Additional Mortgage") in such Real Property (excluding (x) owned Real Property where the fair market value thereof is less than $1,000,000 and (y) (1) leases of medical office space and (2) other leases with a rental payment of less than $500,000 per year) of the Borrower or any of its the Domestic Subsidiaries acquires any Fee Property (other than Excluded Subsidiaries) acquired (or any Material Leasehold in the case of leasehold properties, entered into) after the Closing Date (each a such Real Property, an "Covered Real Property AssetAdditional Mortgaged Property") or and (ii) at the time any Person becomes a Subsidiary of any Borrower, such Person owns or holds any Covered Real Property Asset, such Borrower or such Subsidiary shall, as soon as practicable after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any Borrower, as the case may be, deliver (a) fully executed counterparts of Mortgages (each an "Additional Mortgage" and collectively, the "Additional Mortgages") encumbering such Covered Real Property Asset, together with evidence that counterparts of such for properties for which Additional Mortgages have been recorded in all places granted and if requested by the Administrative Agent, deliver to the extent necessary or desirable, Administrative Agent documents of the types referred to in the reasonable judgment of Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional MortgageSection 5.01(d), subject to Permitted Encumbrancesall in form, on such Covered Real Property Asset in favor of Agent (or such other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property Asset"); (c) with respect to U.S. Covered Real Property Assets only, if required by Agent, an opinion of counsel (which counsel shall be content and scope reasonably satisfactory to the Administrative Agent) in the state in which . All such U.S. Covered Real Property Asset is located with respect Additional Mortgages shall be granted pursuant to the enforceability of the form of Additional Mortgage recorded in such state and such other matters as Agent may reasonably request, in form and substance reasonably satisfactory to Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested by Agent, in form and substance reasonably satisfactory to Agent; (e) unless waived by Agent, in the case of each such Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretion; (f) with respect to U.S. Covered Real Property Assets only, if required by Agent, in the case of each such U.S. Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, a Title Policy; (g) with respect to U.S. Covered Real Property Assets only, evidence, which may be documentation substantially in the form of a letter from an insurance brokerthe Mortgages (and, a municipal engineerin addition, title company or national flood certification formany necessary UCC fixture filings and any necessary landlord consents, as landlord waivers and such other documents related to whether (1) such U.S. Covered Real Property Asset (an "any leased Additional Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) the community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Mortgaged Property) or in such other form as is located is participating in the National Flood Insurance Program; and (h) if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, Company's written acknowledgement of receipt of written notification from Agent (1) as reasonably satisfactory to the existence of such Additional Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program. B. Each Borrower shall, Administrative Agent and shall cause each constitute valid and enforceable perfected Liens superior to and prior to the rights of its Subsidiaries toall third Persons and subject to no other Liens except for Permitted Liens. The Additional Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, permit any authorized representatives designated by Agentperfect, upon reasonable noticepreserve and protect the Liens in favor of the Administrative Agent required to be 101 granted pursuant to the Additional Mortgages and all taxes, to visit fees and inspect any Covered Real Property Asset for the purpose of obtaining an appraisal of value, conducted by consultants retained by Agent other charges payable in compliance with all applicable banking regulations, with respect to such Covered Real Property Assetconnection therewith shall be paid in full.

Additional Mortgages. A. From and after the Closing Date, in the event that (i) any Borrower or any of its Subsidiaries acquires any Fee Property or any Material Leasehold (each a "Covered Real Property Asset") or (ii) at the time any Person becomes a Subsidiary of any Borrower, such Person owns or holds any Covered Real Property Asset, such Borrower or 124 such Subsidiary shall, as soon as practicable after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any Borrower, as the case may be, deliver (a) fully executed counterparts of Mortgages (each an "Additional Mortgage" and collectively, the "Additional Mortgages") encumbering such Covered Real Property Asset, together with evidence that counterparts of such Additional Mortgages have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, on such Covered Real Property Asset in favor of Agent (or such other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property Asset"); (c) with respect to U.S. Covered Real Property Assets only, if required by Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and such other matters as Agent may reasonably request, in form and substance reasonably satisfactory to Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested by Agent, in form and substance reasonably satisfactory to Agent; (e) unless waived if required by Agent, in the case of each such Covered Real Property Asset consisting of a Fee Property or a Material LeaseholdProperty, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretion; (f) with respect to U.S. Covered Real Property Assets only, if required by Agent, in the case of each such U.S. Covered Real Property Asset consisting of a Fee Property or a Material LeaseholdProperty, a Title Policy; (g) with respect to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, a municipal engineer, title company or national flood certification form, as to whether (1) such U.S. Covered Real Property Asset (an "Additional Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) the community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) is located is participating in the National Flood Insurance Program; and (h) if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, Company's written acknowledgement of receipt of written notification from Agent (1) as to the existence of such Additional Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program. B. Each Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Agent, upon reasonable notice, to visit and inspect any Covered Real Property Asset for the purpose of obtaining an appraisal of value, conducted by consultants retained by Agent in compliance with all applicable banking regulations, with respect to such Covered Real Property Asset.. 125

Additional Mortgages. A. From and after the Closing Date, in the event that (i) any Borrower or any of its Subsidiaries acquires any Fee Property or any Material Leasehold (each a "Covered Real Property AssetCOVERED REAL PROPERTY ASSET") or (ii) at the time any Person becomes a Subsidiary of any Borrower, such Person owns or holds any Covered Real Property Asset, such Borrower or such Subsidiary shall, as soon as practicable after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any Borrower, as the case may be, deliver (a) fully executed counterparts of Mortgages (each an "Additional MortgageADDITIONAL MORTGAGE" and collectively, the "Additional MortgagesADDITIONAL MORTGAGES") encumbering such Covered Real Property Asset, together with evidence that counterparts of such Additional Mortgages have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, on such Covered Real Property Asset in favor of Agent (or such other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property AssetCOVERED REAL PROPERTY ASSET"); (c) with respect to U.S. Covered Real Property Assets only, if required by Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and such other matters as Agent may reasonably request, in form and substance reasonably satisfactory to Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested by Agent, in form and substance reasonably satisfactory to Agent; (e) unless waived by Agent, in the case of each such Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretion; (f) with respect to U.S. Covered Real Property Assets only, if required by Agent, in the case of each such U.S. Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, a Title Policy; (g) with respect to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, a municipal engineer, title company or national flood certification form, as to whether (1) such U.S. Covered Real Property Asset (an "Additional Flood Hazard PropertyADDITIONAL FLOOD HAZARD PROPERTY") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) the community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) is located is participating in the National Flood Insurance Program; and (h) if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, Company's written acknowledgement of receipt of written notification from Agent (1) as to the existence of such Additional Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program. B. Each Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Agent, upon reasonable notice, to visit and inspect any Covered Real Property Asset for the purpose of obtaining an appraisal of value, conducted by consultants retained by Agent in compliance with all applicable banking regulations, with respect to such Covered Real Property Asset.

Additional Mortgages. A. From (a) The Company shall grant, and after shall -------------------- cause its Subsidiaries to grant, to the Closing Daterelevant Administrative Agent, for the benefit of the relevant Lenders a lien and security interest in any real property of such Person not covered by a Mortgage (including, without limitation, any real property acquired by such Loan Party pursuant to a Permitted Acquisition, but excluding any property that has a Lien thereon permitted by subsection 8.1(l)) so long as the fair market value of such property exceeds US$2,500,000 (or the C$ Equivalent thereof) an "Additional ---------- Mortgaged Property"), and shall take all actions reasonably requested by the US ------------------ Administrative Agent (including, without limitation, the obtaining of title insurance policies and title surveys) in connection with the granting of such security interest, provided, however, that no such Mortgage shall be required to ----------------- be created with respect to any real property that is subject to a Lien permitted by subsection 8.1(l). (b) The liens and security interests required to be granted pursuant to clause (a) above shall be granted pursuant to security documentation (which shall be substantially similar to the Security Documents) reasonably satisfactory in form and substance to the US Administrative Agent and shall constitute valid and enforceable perfected security interests prior to the rights of all third Persons and subject to no other Liens except such Liens as are permitted by subsection 8. 1. The Mortgages and other instruments related thereto shall be duly recorded or filed in such manner and in such places and at such times as are required by law to establish, perfect, preserve and protect the Liens, in favor of the event that (i) any Borrower or any relevant Administrative Agent for the benefit of its Subsidiaries acquires any Fee Property or any Material Leasehold (each a "Covered Real Property Asset") or (ii) at the time any Person becomes a Subsidiary of any Borrowerrelevant Lenders, such Person owns or holds any Covered Real Property Asset, such Borrower or such Subsidiary shall, as soon as practicable after required to be granted pursuant to the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any BorrowerMortgages, as the case may be, deliver (a) fully executed counterparts and, all taxes, fees and other charges payable in connection therewith shall be paid in full by the respective Borrower. At the time of Mortgages (each an "Additional Mortgage" the execution and collectivelydelivery of the Mortgages, the "Additional Mortgages") encumbering such Covered Real Property Asset, together with evidence that counterparts of such Additional Mortgages have been recorded in all places Borrower shall cause to be delivered to the extent necessary or desirablerelevant Administrative Agent such opinions of counsel, in the reasonable judgment of Agenttitle insurance, so as to effectively create a valid title surveys and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, on such Covered Real Property Asset in favor of Agent (or such related documents other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property Asset"); (c) with respect to U.S. Covered Real Property Assets only, if required by Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and such other matters as Agent may reasonably request, in form and substance reasonably satisfactory to Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold than real estate appraisals as may be reasonably requested by Agent, in form and substance reasonably satisfactory such Administrative Agent or the relevant Required Lenders to Agent; assure themselves that this subsection has been complied with. (ec) unless waived Each Borrower agrees that each action required by Agent, in the case of each such Covered Real Property Asset consisting of a Fee Property subsections (a) or a Material Leasehold, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretion; (fb) with respect to U.S. Covered Real Property Assets onlyany Mortgages, if required by Agent, in as the case may be, shall be completed within 60 days of each the later of (i) the date such U.S. Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, a Title Policy; (g) with respect action is requested to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, a municipal engineer, title company or national flood certification form, as to whether (1) such U.S. Covered Real Property Asset (an "Additional Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards taken and (2ii) the community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) is located is participating in date of the National Flood Insurance Program; and (h) if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, Company's written acknowledgement of receipt of written notification from Agent (1) as to the existence of such Additional Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance ProgramRelevant Permitted Acquisition. B. Each Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Agent, upon reasonable notice, to visit and inspect any Covered Real Property Asset for the purpose of obtaining an appraisal of value, conducted by consultants retained by Agent in compliance with all applicable banking regulations, with respect to such Covered Real Property Asset.

Additional Mortgages. A. From On and after the Closing Date and prior to the Collateral Release Date, in the event that (i) any Borrower Company shall, excluding Owned Real Property Assets with an aggregate value for all such excluded assets of $2,000,000 or less, with respect to Owned Real Property Assets hereafter acquired by Company or any of its Domestic Subsidiaries acquires (including any Fee Property Domestic Subsidiary formed or any Material Leasehold (each a "Covered Real Property Asset") or (ii) at the time any Person becomes a Subsidiary of any Borrower, such Person owns or holds any Covered Real Property Asset, such Borrower or such Subsidiary shall, as soon as practicable acquired after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any Borrower, as the case may bedate hereof), deliver (a) fully executed counterparts of Mortgages (each an "Additional MortgageADDITIONAL MORTGAGE" and collectively, collectively the "Additional MortgagesADDITIONAL MORTGAGES") encumbering such Covered Real Property Assetfee interest, together with evidence that counterparts of such Additional Mortgages have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of Administrative Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage)Lien, subject only to Permitted Encumbrances, on such Covered Owned Real Property Asset in favor of Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset located in the United States (a "U.S. Covered Owned Real Property Asset"); (c) with respect to U.S. Covered Real Property Assets only, if required by Administrative Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in the state in which such U.S. Covered Owned Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and such other matters as Administrative Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested if required by Agent, in form and substance reasonably satisfactory to Agent; (e) unless waived by Administrative Agent, in the case of each such Covered Owned Real Property Asset consisting of a Fee Property or a Material LeaseholdAsset, an environmental audits audit prepared by professional consultants mutually acceptable to Company and Administrative Agent, in form, scope and substance satisfactory to Agent in its reasonable discretionAdministrative Agent; (fe) with respect to U.S. Covered Real Property Assets only, if required by Administrative Agent, in the case of each such U.S. Covered Owned Real Property Asset consisting of a Fee Property or a Material LeaseholdAsset, a Title Policy; (g) Mortgage Policy in an amount satisfactory to Administrative Agent with respect to U.S. Covered Real Property Assets only, such Additional Mortgage; and (f) evidence, which may be in the form of a letter from an insurance broker, broker or a municipal engineer, title company or national flood certification form, as to whether (1) any such U.S. Covered Owned Real Property Asset (an "Additional Flood Hazard PropertyADDITIONAL FLOOD HAZARD PROPERTY") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) the community in which such U.S. Covered Real Property Asset (if it is an each Additional Flood Hazard Property) Property is located is participating in the National Flood Insurance Program; and (h) if such U.S. Covered Real Property Asset is an there are any Additional Flood Hazard PropertyProperties, Company's written acknowledgement acknowledgment of receipt of written notification from Administrative Agent (1) as to the existence of each such Additional Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program. B. Each Borrower . Company shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Administrative Agent, upon reasonable notice, to visit and inspect any Covered Owned Real Property Asset Assets to be subject to the Lien of an Additional Mortgage, for the purpose of obtaining an appraisal of value, conducted by consultants retained by Administrative Agent in compliance with all applicable banking regulations, with respect to such Covered Real Property Assetreal property fee interest.

Additional Mortgages. A. From and after the Closing Date, in the event that (i) any Borrower or any of its Subsidiaries acquires any Fee Property or any Material Leasehold (each a "Covered Real Property Asset") or (ii) at the time any Person becomes a Subsidiary of any Borrower, such Person owns or holds any Covered Real Property Asset, such Borrower or such Subsidiary shall, as soon as practicable after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any Borrower, as the case may be, deliver (a) fully executed counterparts of Mortgages (each an "Additional Mortgage" and collectively, the "Additional Mortgages") encumbering such Covered Real Property Asset, together with evidence that counterparts of such Additional Mortgages have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, on such Covered Real Property Asset in favor of Agent (or such other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property Asset"); (c) with respect to U.S. Covered Real Property Assets only, if required by Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional 106 Mortgage recorded in such state and such other matters as Agent may reasonably request, in form and substance reasonably satisfactory to Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested by Agent, in form and substance reasonably satisfactory to Agent; (e) unless waived by Agent, in the case of each such Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretion; (f) with respect to U.S. Covered Real Property Assets only, if required by Agent, in the case of each such U.S. Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, a Title Policy; (g) with respect to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, a municipal engineer, title company or national flood certification form, as to whether (1) such U.S. Covered Real Property Asset (an "Additional Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) the community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) is located is participating in the National Flood Insurance Program; and (h) if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, Company's written acknowledgement of receipt of written notification from Agent (1) as to the existence of such Additional Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program. B. Each Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Agent, upon reasonable notice, to visit and inspect any Covered Real Property Asset for the purpose of obtaining an appraisal of value, conducted by consultants retained by Agent in compliance with all applicable banking regulations, with respect to such Covered Real Property Asset. C. To the extent that Company is unable to comply with the preceding subsections 6.10A and 6.10B as of the First Amendment Effective Date with respect to the Xxxxxx Farms Acquisition and the Agent has agreed to defer such compliance, (the "Deferred Real Property Collateral"), then Company hereby agrees that within 45 days of the First Amendment Effective Date Company will have complied with all of the requirements of subsections 6.10A and 6.10B with respect to such Deferred Real Property Collateral. In addition, Company hereby agrees that within 45 days of the First Amendment Effective Date, Company and each applicable Subsidiary Guarantor will have executed and delivered all such amendments, modifications and supplements to the existing Mortgages, and all such confirmations of, or amendments, modifications and supplements to, any landlord consents or estoppel certificates with respect to existing Mortgages on Material Leaseholds, as are necessary or appropriate in the opinion of the Agent to reflect the transactions contemplated by the First Amendment. 107

Additional Mortgages. A. From and after the Closing Date, in the event that (i) any Borrower Company or any of its Subsidiaries Subsidiary Guarantor acquires any Fee Property or any Material Leasehold (each a "Covered Real Property AssetCOVERED REAL PROPERTY ASSET") or (ii) at the time any Person becomes a Subsidiary of any BorrowerGuarantor, such Person owns or holds any Covered Real Property Asset, such Borrower Company or such Subsidiary Guarantor shall, as soon as practicable after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any BorrowerGuarantor, as the case may be, deliver (a) fully executed counterparts of Mortgages (each an "Additional MortgageADDITIONAL MORTGAGE" and collectively, the "Additional MortgagesADDITIONAL MORTGAGES") encumbering such Covered Real Property Asset, together with evidence that counterparts of such Additional Mortgages have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of Collateral Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, on such Covered Real Property Asset in favor of Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of Lenders; (b) a title report obtained by Company in respect of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property Asset"); (c) with respect to U.S. Covered Real Property Assets only, if required by Collateral Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and such other matters as Collateral Agent may reasonably request, in form and substance reasonably satisfactory to Collateral Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested by Collateral Agent, in form and substance reasonably satisfactory to Collateral Agent; (e) unless waived if required by Collateral Agent, in the case of each such Covered Real Property Asset consisting of a Fee Property or a Material LeaseholdProperty, environmental audits prepared by professional consultants mutually acceptable to Company and Collateral Agent, in form, scope and substance satisfactory to Collateral Agent in its reasonable discretion; (f) with respect to U.S. Covered Real Property Assets only, if required by Collateral Agent, in the case of each such U.S. Covered Real Property Asset consisting of a Fee Property, an ALTA mortgagee title insurance policy issued by a title insurer reasonably satisfactory to Collateral Agent (an "ADDITIONAL MORTGAGE POLICY"), in an amount reasonably satisfactory to Collateral Agent, assuring Collateral Agent that the applicable Additional Mortgage creates a valid and enforceable first priority mortgage lien (or such other priority lien as may be specified in the applicable Additional Mortgage) on such Covered Real Property or Asset, free and clear of all defects and encumbrances except Permitted Encumbrances and subject to a Material Leaseholdstandard survey exception, a Title Policywhich Additional Mortgage Policy shall be in form and substance reasonably satisfactory to Collateral Agent and shall include an endorsement for mechanics' liens, for future advances under this Agreement, the Notes and the other Loan Documents, and for any other matters that Collateral Agent may reasonably request, and shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; (g) with respect to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, broker or a municipal engineer, title company or national flood certification form, as to whether (1) such U.S. Covered Real Property Asset (an "Additional Flood Hazard PropertyADDITIONAL FLOOD HAZARD PROPERTY") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) the community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) is located is participating in the National Flood Insurance Program; and (h) if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, Company's written acknowledgement of receipt of written notification from Collateral Agent (1) as to the existence of such Additional Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program. Collateral Agent and Lenders shall cooperate reasonably with Company, at Company's expense, in structuring any Additional Mortgages in a manner so as to minimize mortgage taxes associated therewith, to the extent possible consistent with the protection of Lenders' interests. B. Each Borrower Company shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Collateral Agent, upon reasonable notice, to visit and inspect any Covered Real Property Asset for the purpose of obtaining an appraisal of value, conducted by consultants retained by Collateral Agent in compliance with all applicable banking regulations, with respect to such Covered Real Property Asset. C. In the event that Company or the applicable Subsidiary Guarantor fails to consummate a Specified Asset Sale/Financing with respect to any Closing Date Mortgaged Property on or before December 31, 1999, Company or such Subsidiary Guarantor shall, as soon as practicable after such date, deliver (a) an executed counterpart of an amendment (a "CLOSING DATE MORTGAGE AMENDMENT") to the applicable Closing Date Mortgage (such term being used herein as defined in the Existing Credit Agreement) together with evidence that a counterpart of such Closing Date Mortgage Amendment has been recorded in all places to the extent necessary or desirable, in the reasonable judgment of Collateral Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Closing Date Mortgage), subject to Permitted Encumbrances, on such Closing Date Mortgaged Property in favor of Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of all Secured Parties (as such term is defined in the Intercreditor Agreement); (b) an updated title report obtained by Company in respect of such Closing Date Mortgaged Property; (c) if required by Collateral Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which such Closing Date Mortgaged Property is located with respect to the enforceability of the form of Closing Date Mortgage Amendment recorded in such state and such other matters as Collateral Agent may reasonably request, in form and substance reasonably satisfactory to Collateral Agent; and (d) if required by Collateral Agent, a bringdown of the title insurance policy issued with respect to such Closing Date Mortgaged Property, assuring Collateral Agent that the applicable Closing Date Mortgage, as amended pursuant to such Closing Date Mortgage Amendment, continues to create a valid and enforceable first priority mortgage lien (or such other priority lien as may be specified in such Closing Date Mortgage) on such Closing Date Mortgaged Property, free and clear of all defects and encumbrances except Permitted Encumbrances and subject to a standard survey exception. Collateral Agent and Lenders shall cooperate reasonably with Company, at Company's expense, in structuring any such amendment to a Closing Date Mortgage in a manner so as to minimize mortgage taxes associated therewith, to the extent possible consistent with the protection of Secured Parties' interests.

Additional Mortgages. A. From and after the Closing Date, Notwithstanding anything herein or in the event that Credit Agreement to the contrary, the Borrower shall and shall cause its Subsidiaries to (i) any deliver to the Agent, on or prior to August 11, 2002, such title documentation as shall be necessary to evidence the Borrower’s or such Subsidiaries’ valid fee or leasehold interest, as applicable, in each of the properties listed on Schedule 1-C attached hereto (the “New Properties”) and to allow the Agent to prepare mortgages and order title insurance policies for such properties, including, without limitation, copies of deeds, existing title policies, surveys and other similar materials to the extent available, (ii) execute, acknowledge and deliver Mortgages to and in favor of the Agent for the New Properties within ten (10) Business Days after receipt of such Mortgages prepared by Agent’s counsel using the form previously agreed to by the Agent and the Company and (iii) cooperate with the Agent and Chicago Title Insurance Company (the “Title Company”) to cause issuance of title insurance policies to the Agent for the New Properties concurrently with the recording of the Mortgages for the New Properties, such policies to be subject only to exceptions reasonably acceptable to the Agent and each to have a face amount of insurance equal to the fair market value, as determined by appraisals delivered to the Agent on or prior to July 8, 2002 or, if no such appraisals have been delivered to the Agent on or prior to such date, then by an appraisal or appraisals satisfactory to the Agent and prepared by a firm satisfactory to the Agent, of the applicable New Property. The failure of the Borrower or any of its Subsidiaries acquires any Fee Property or any Material Leasehold (each a "Covered Real Property Asset") or (ii) at to comply with the covenants and agreements set forth in this Section within the time any Person becomes a Subsidiary periods specified hereunder shall constitute an Event of any BorrowerDefault under the Credit Agreement; provided however that, such Person owns or holds any Covered Real Property Asset, such Borrower or such Subsidiary shall, as soon as practicable after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any Borrower, as the case may be, deliver (a) fully executed counterparts of Mortgages (each an "Additional Mortgage" and collectivelyso long as the Real Estate Collateral Value equals or exceeds $218,000,000, the "Additional Mortgages"failure to satisfy the requirements of clauses (i) encumbering such Covered Real through (iii) above with respect to any New Property Asset, together with evidence that counterparts shall not constitute an Event of such Additional Mortgages have been recorded in all places to Default under the extent necessary or desirable, in the reasonable judgment of Agent, so as to effectively create a valid and enforceable first priority lien (or such other priority lien as may be specified in the applicable Additional Mortgage), subject to Permitted Encumbrances, on such Covered Real Property Asset in favor of Agent (or such other trustee as may be required or desired under local law) for the benefit of LendersCredit Agreement; (b) a title report obtained by Company compliance with the covenants and agreements set forth in respect of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property Asset"); (c) this Section with respect to U.S. Covered Real any New Property Assets onlyby August 11, if required by Agent, an opinion of counsel (which counsel 2002 shall in all cases be reasonably satisfactory to Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded in such state and such other matters as Agent may reasonably request, in form and substance reasonably satisfactory to Agent; (d) in the case of each such Covered Real Property Asset consisting of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested by Agent, in form and substance reasonably satisfactory to Agent; (e) unless waived by Agent, in the case of each such Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretion; (f) with respect to U.S. Covered Real Property Assets only, if required by Agent, in the case of each such U.S. Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, a Title Policy; (g) with respect to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, a municipal engineer, title company or national flood certification form, as to whether (1) such U.S. Covered Real Property Asset (an "Additional Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) the community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) is located is participating in the National Flood Insurance Program; and (h) if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, Company's written acknowledgement of receipt of written notification from Agent (1) as to the existence of such Additional Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program. B. Each Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Agent, upon reasonable notice, to visit and inspect any Covered Real Property Asset for the purpose of obtaining an appraisal of value, conducted by consultants retained by Agent in deemed full compliance with all applicable banking regulations, herewith with respect to such Covered Real Property AssetNew Property; and (c) the Agent, in its sole discretion, may extend the time periods stated in this Section and waive any such Event of Default.

Additional Mortgages. A. From The Borrower shall, and shall cause -------------------- each of its Restricted Subsidiaries to, deliver to the Administrative Agent the following documents and instruments with regard to real property acquired after the Closing DateDate (other than the Excluded Facility) having a net book value or a fair market value of at least $2,000,000 or which, when added to the net book value or fair market value of all other real property owned by the Borrower and its Restricted Subsidiaries that is not subject to a first priority perfected security interest in favor of the event that Administrative Agent and the Lenders (i) any Borrower or any of its Subsidiaries acquires any Fee Property or any Material Leasehold (each a "Covered Real Property Asset") or (ii) at excluding the time any Person becomes a Subsidiary of any Borrower, such Person owns or holds any Covered Real Property Asset, such Borrower or such Subsidiary shall, as soon as practicable after the acquisition of such Covered Real Property Asset or such Person's becoming a Subsidiary of any Borrower, as the case may be, deliver (a) fully executed counterparts of Mortgages (each an "Additional Mortgage" and collectivelyDesignated Facilities, the "Additional Mortgages") encumbering such Covered Real Property Asset, together with evidence that counterparts of such Additional Mortgages have been recorded in all places Excluded Facility and the real property subject to the extent necessary or desirablePlainfield Mortgage), in the reasonable judgment of Agentexceeds $5,000,000, so as to effectively create a valid and enforceable providing for first priority lien mortgages (or such other priority lien as may be specified in which shall constitute additional security for the applicable Additional MortgageObligations), subject to Permitted EncumbrancesLiens: (a) a Mortgage, on in form and substance satisfactory to the Administrative Agent duly executed by the Borrower or a Subsidiary of the Borrower, as appropriate, in form suitable for recordation in the appropriate recording office of the political subdivision where such Covered Real Mortgaged Property Asset in favor of Agent (or such other trustee as may be required or desired under local law) for the benefit of Lenders; is situated; (b) a mortgagee policy of title report obtained by Company insurance (or endorsement thereto, as appropriate) in respect favor of any such Covered Real Property Asset located in the United States (a "U.S. Covered Real Property Asset"); (c) with respect to U.S. Covered Real Property Assets only, if required by Administrative Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in the state in which such U.S. Covered Real Property Asset is located with respect to the enforceability of the form of Additional Mortgage recorded issued by a nationally-recognized title insurance company, in such state amounts, with such endorsements, affirmative coverages, and such other matters reinsurance agreements as the Administrative Agent may shall reasonably requestrequire, and otherwise in form and substance reasonably satisfactory to the Administrative Agent; , insuring the Mortgage as a first lien on the property and interests covered thereby subject only to such other matters as are acceptable to the Administrative Agent; (dc) in certified perimeter surveys of the case of real property covered by each such Covered Real Property Asset consisting Mortgage by registered surveyors as of a Material Leasehold, Borrower or its Subsidiary shall use reasonable best efforts to obtain such estoppel letters from the landlord on such Material Leasehold as may be reasonably requested by Agent, date and in form and substance acceptable to the Administrative Agent, bearing legal descriptions conforming exactly to those contained in the title insurance policy referred to in the preceding clause (b); indicating the length of exterior boundary lines of the Mortgaged Property, locations of all buildings, utility or other easements, showing the location of all easements of record, encroachments, if any, and means of access to the real property from a public way; and the surveyor's original certification to the Administrative Agent and the title insurance company issuing the policies described in the preceding clause; (d) UCC financing statements necessary or desirable to perfect the valid, first-priority lien granted by each Mortgage, together with such searches of UCC, judgment and tax lien records as the Administrative Agent shall reasonably satisfactory to Agent; require; (e) unless waived policies or certificates of insurance with respect to the insurance required to be maintained in respect of the property covered by Agenteach Mortgage pursuant to the terms of this Agreement and the other Loan Documents, in naming the case of each such Covered Real Property Asset consisting of a Fee Property Administrative Agent as loss payee or a Material Leaseholdadditional named insured, environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretionas appropriate; and (f) with respect to U.S. Covered Real Property Assets onlysuch other agreements, if required by instruments, approvals, consents, opinions, or documents as the Administrative Agent, in the case of each such U.S. Covered Real Property Asset consisting of a Fee Property or a Material Leasehold, a Title Policy; (g) with respect to U.S. Covered Real Property Assets only, evidence, which may be in the form of a letter from an insurance broker, a municipal engineer, title company or national flood certification form, as to whether (1) such U.S. Covered Real Property Asset (an "Additional Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) the community in which such U.S. Covered Real Property Asset (if it is an Additional Flood Hazard Property) is located is participating in the National Flood Insurance Program; and (h) if such U.S. Covered Real Property Asset is an Additional Flood Hazard Property, Company's written acknowledgement of receipt of written notification from Agent (1) as to the existence of such Additional Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Programreasonably request. B. Each Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Agent, upon reasonable notice, to visit and inspect any Covered Real Property Asset for the purpose of obtaining an appraisal of value, conducted by consultants retained by Agent in compliance with all applicable banking regulations, with respect to such Covered Real Property Asset.