Common use of Additional Real Estate Assets Clause in Contracts

Additional Real Estate Assets. In the event that any Credit Party acquires, or any Person that becomes a Credit Party holds, a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall, promptly, and in any event within ten (10) days of such Credit Party acquiring such Real Estate Asset or such Person becoming a Credit Party, take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables and Perfection Deliverables with respect to each such Real Estate Asset to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) in such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Real Estate Assets. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time (but, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11, the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Closing Date, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions of this Section 5.11.

Additional Real Estate Assets. (a) In the event that any Credit Party acquires, owns or any Person that becomes acquires a Credit Party holds, a Material Owned Real Estate Asset that is Asset, then such Credit Party, no later than forty-five (a45) a fee interest with a fair market value equal to days (or greater than $500,000 or (b) a leasehold interest with a value that Administrative such longer period as may be agreed in writing by the Agent in its sole discretion, ) after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall, promptly, and in any event within ten (10) days of such Credit Party acquiring such Material Owned Real Estate Asset or such Person becoming a Credit Party, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables with respect certificates similar to each such Real Estate Asset those described in clause (b) immediately below that the Agent shall reasonably request to create in favor of Collateral the Agent, for the benefit of Secured Partiesthe holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority or Second Priority enforceable Lien (in accordance with the priorities set forth in the Intercreditor Agreement) on, and security interest in such Material Owned Real Estate AssetsAsset. The Agent may, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (includingin its reasonable judgment, without limitation, a Phase I Report) grant extensions of time for compliance or exceptions with respect to such Real Estate Assetsthe provisions of this Section 8.15 by any Credit Party. In addition to the foregoing, Company the applicable Credit Party shall, at the request of Requisite the Required Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals as are required by law or regulation of Material Owned Real Estate Assets with respect to which Collateral the Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11, the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Closing Date, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions of this Section 5.118.15(a), if at any time any real property is pledged as Collateral hereunder (A) the Borrower shall provide at least twenty (20) days’ prior written notice to the pledge of such real property as Collateral, (B) the Borrower shall provide (1) standard flood hazard determination forms and (2) if any property is located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Agent or any Lender, and (C) the Agent shall not enter into, accept or record any mortgage in respect of such real property until the Agent shall have received written confirmation from each Lender that flood insurance compliance has been completed by such Lender with respect to such real property (such written confirmation not to be unreasonably withheld or delayed). Any increase, extension or renewal of any of the Commitments, Loans or this Agreement (including, without limitation, the provision of any incremental credit facilities hereunder, but excluding (i) any continuation of conversion of borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to the Agent and each Lender, including without limitation the prior delivery of all flood hazard determination certifications, acknowledgments and evidence of flood insurance and other flood-related documentation as required by Applicable Laws or as otherwise reasonably required by the Lenders; provided that the Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably withheld, conditioned or delayed).

Additional Real Estate Assets. In the event that any Credit Party acquires, or any Person that becomes acquires a Credit Party holds, a Material Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority the Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral AgentTrustee, for the benefit of Secured Parties, then such Credit Party shallParty, promptly, and in any event within ten (10) days of such Credit Party contemporaneously with acquiring such Material Real Estate Asset or such Person becoming a Credit PartyAsset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such mortgages, documents, instruments, agreements, opinions and Perfection Deliverables certificates similar to those described in Sections 5.12(a) with respect to each such Material Real Estate Asset that Collateral Trustee shall reasonably request to create in favor of Collateral AgentTrustee, for the benefit of Secured Parties, a valid andlegal, valid, enforceable and subject to any filing and/or recording referred to herein, perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) in on such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Material Real Estate Assets. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time (but, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years)time, to Administrative Agent Collateral Trustee such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent Trustee has been granted a Lien. Notwithstanding the foregoing, no Credit Party other than Holding and Company shall have any obligation to comply with this Section 5.12 prior to the date falling 30 days after the HM Release Date and notwithstanding anything to the contrary in this Section 5.11contained above, the requirements of this Section 5.11 shall Holding and its Subsidiaries will not apply be required to cause any Real Estate Asset Subsidiary to pledge any property acquired after the Closing DateDate pursuant to this Section or to execute any Credit Document pursuant to this Section if, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments and to the Collateral Documents as extent that, and for so long as, doing so would violate a contractual obligation applicable to the Collateral Agent deems necessary to effectuate respective Material Real Estate Asset which existed at the provisions time of this Section 5.11the acquisition thereof and which was not created (or modified) in anticipation of such acquisition.

Additional Real Estate Assets. In the event that any Credit Party acquires, or any Person that becomes a Credit Party holds, a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall, promptly, and in any event within ten (10) 10 days of such Credit Party acquiring such Real Estate Asset or such Person becoming a Credit Party, take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables and Perfection Deliverables with respect to each such Real Estate Asset to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) in such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Real Estate Assets. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time (but, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11, the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Closing Restatement Effective Date, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions of this Section 5.11.

Additional Real Estate Assets. In the event that any Credit Party acquires, or any Person that becomes a Credit Party holds, a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with the Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall, promptly, and in any event within ten (10) 10 days of such Credit Party acquiring such Real Estate Asset or such Person becoming a Credit Party, take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables and Perfection Deliverables with respect to each such Real Estate Asset to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) in such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, including a Phase I Report) with respect to such Real Estate Assets. In addition to the foregoing, the Company shall, at the request of Requisite Lenders, deliver, from time to time (but, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11, the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Closing Restatement Effective Date, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions of this Section 5.11.

Additional Real Estate Assets. (a) In the event that any Credit Party acquires, or any Person that becomes a Credit Party holds, acquires a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured PartiesAsset, then such Credit Party shallParty, promptly, and in any event within ten no later than forty-five (1045) days of (or such Credit Party longer period as may be agreed in writing by the Collateral Agent) after acquiring such Real Estate Asset or such Person becoming a Credit Party, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables with respect certificates similar to each such Real Estate Asset those described in clause (b) immediately below that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Partiesthe holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority or Second Priority enforceable Lien (in accordance with the priorities set forth in the Intercreditor Agreement) on, and security interest in such Real Estate Assets, and reports and other information reasonably satisfactory to Asset. The Administrative Agent regarding environmental matters (includingmay, without limitationin its reasonable judgment, a Phase I Report) grant extensions of time for compliance or exceptions with respect to such Real Estate Assetsthe provisions of this Section 7.11 by any Credit Party. In addition to the foregoing, Company the applicable Credit Party shall, at the request of Requisite the Required Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien. Notwithstanding anything (b) In order to create in favor of the contrary in this Section 5.11Collateral Agent, for the requirements benefit of this Section 5.11 shall not apply the holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in, any Real Estate Asset acquired after that is prior and superior in right to any other Lien (other than Permitted Liens), the Closing Date, as to which Administrative Agent and the Collateral Agent has determined (with copies sufficient for each Lender) shall have received from the Borrower with respect to such Real Estate Asset: (i) fully executed and notarized Mortgages, in its sole discretion that the collateral value thereof is insufficient to justify the difficultyproper form for recording in all appropriate places in all applicable jurisdictions, time and/or expense encumbering such Real Estate Asset; (ii) an opinion of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments counsel (which counsel shall be reasonably satisfactory to the Collateral Documents Agent) in each state in which such Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent deems necessary may reasonably request, in each case in form and substance reasonably satisfactory to effectuate the provisions Collateral Agent; (iii) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Collateral Agent (each, a “Title Policy”) with respect to such Real Estate Asset, in amounts not less than the fair market value of this Section 5.11.such Real Estate Asset, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Collateral Agent and (b) evidence reasonably satisfactory to the Collateral Agent that such Borrower has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for such Real Estate Asset in the appropriate real estate records; (iv) a recently issued flood zone determination certificate; 87