Common use of Additional Real Property Collateral Clause in Contracts

Additional Real Property Collateral. At any time (i) any US Subsidiary or Foreign Subsidiary is added as a US Loan Party or a UK Loan Party, as applicable, pursuant to Section 5.11(a) or Section 5.11(b), as applicable and such Loan Party owns any Real Property (other than real property constituting Excluded Property) (x) in the case of a US Loan Party, no later than 30 days thereafter and (y) in the case of a UK Loan Party, no later than 60 days thereafter (or such greater number of days as Agent shall agree to in its sole and absolute discretion in any given case) or (ii) any existing US Loan Party or UK Loan Party acquires any owned Real Property (other than real property constituting Excluded Property) after the Closing Date no later than 30 days thereafter (or such greater number of days as Agent shall agree to in its sole and absolute discretion in any given case), such Loan Party shall be required to xxxxx x Xxxx to Agent and execute and deliver a Mortgage and take all action in connection therewith as would otherwise have been required to be taken pursuant to Schedule 3.6 with respect to such Real Property if such Loan Party owned such Real Property on the Closing Date (including, without limitation, (A) delivery of Mortgage Policies (if applicable) in amounts reasonably satisfactory to Agent or any foreign equivalent thereof assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable mortgage Liens on such real property free and clear of all defects and encumbrances (other than Permitted Liens), (B) appropriate flood zone certificates (or equivalent certificates that would be relevant to such real property located in foreign jurisdictions where such certificates are obtainable) indicating that such real property is not located in a flood zone or flood insurance in an amount reasonably satisfactory to the Agent with respect to such real property and (C) appropriate fixture filings and phase 1 environmental reports), all as reasonable requested by the Agent and in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to such Real Property Collateral. The relevant Loan Party shall be required to pay all recording costs, intangible taxes and other fees and costs (including reasonable attorney fees and expenses) incurred in connection with the foregoing.

Additional Real Property Collateral. At any time From and after the Closing Date, in the event that (i) the Borrower or any US Subsidiary Guarantor acquires any fee interest in real property or Foreign Subsidiary is added (ii) at the time any Person becomes a Guarantor, such Person owns or holds any fee interest in real property, in either case excluding (w) any such Real Property Asset the encumbrancing of which requires the consent of any applicable then-existing senior lienholder, where the Borrower and its Subsidiaries are unable to obtain such senior lienholder’s consent, (x) so long as no Event of Default shall have occurred and be continuing, any such Real Property Asset that the Borrower or such Guarantor intends to sell and lease back in accordance with Section 6.8 within 270 days of the date of acquisition of such Real Property Asset or the date such Person becomes a US Loan Party or a UK Loan PartyGuarantor, as applicablethe case may be, (y) any Sale Leaseback Property and (z) unless and until any such Real Property Asset is required to be pledged to the Administrative Agent pursuant to the terms of Section 5.11(a) or Section 5.11(b)5.10, as applicable and such Loan Party owns any Real Property (other than real property constituting Excluded Property) (x) Asset included in the case of a US Loan Party, no later than 30 days thereafter and Golden Gallon Assets Held for Sale (y) any such non-excluded Real Property Asset described in the case of a UK Loan Party, no later than 60 days thereafter foregoing clauses (or such greater number of days as Agent shall agree to in its sole and absolute discretion in any given casei) or (ii) any existing US Loan Party being an “Additional Mortgaged Property”), the Borrower will promptly notify the Administrative Agent of that fact and the Borrower or UK Loan Party acquires any owned Real Property (other than real property constituting Excluded Property) after such Guarantor shall deliver to the Closing Date no later than Administrative Agent, within 30 days thereafter after such Person acquires such Additional Mortgaged Property or becomes a Guarantor (or such greater number longer period of days time as Agent shall agree agreed to by the Administrative Agent) or, in its sole and absolute discretion in the case of (1) any given case), such Loan Party shall be required to xxxxx x Xxxx to Agent and execute and deliver a Mortgage and take all action in connection therewith as would otherwise have been required to be taken pursuant to Schedule 3.6 with respect to such Real Property if Asset which was excluded from being an Additional Mortgaged Property pursuant to clause (x) above and which was not sold and leased back within the applicable 270-day period, within 30 days of the expiration of such Loan Party owned such Real Property on 270-day period, as the Closing Date (includingcase may be, without limitation, (A) delivery of Mortgage Policies (if applicable) in amounts reasonably satisfactory to Agent or any foreign equivalent thereof assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable mortgage Liens on such real property free and clear of all defects and encumbrances (other than Permitted Liens), (B) appropriate flood zone certificates (or equivalent certificates that would be relevant to such real property located in foreign jurisdictions where such certificates are obtainable) indicating that such real property is not located in a flood zone or flood insurance in an amount reasonably satisfactory to the Agent with respect to such real property and (C) appropriate fixture filings and phase 1 environmental reports), all as reasonable requested by the Agent and in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to such Real Property Collateral. The relevant Loan Party shall be required to pay all recording costs, intangible taxes and other fees and costs (including reasonable attorney fees and expenses) incurred in connection with the foregoing.following:

Additional Real Property Collateral. At any time From and after the Closing Date, in the event that (i) the Borrower or any US Subsidiary or Foreign Subsidiary is added as a US Loan Party or a UK Loan Party, as applicable, pursuant to Section 5.11(a) or Section 5.11(b), as applicable and such Loan Party owns Guarantor acquires any Real Property (other than fee interest in real property constituting Excluded Propertyor (ii) at the time any Person becomes a Guarantor, such Person owns or holds any fee interest in real property, in either case excluding (x) in any such Real Property Asset held for sale as approved by the case of a US Loan PartyAdministrative Agent, no later than 30 days thereafter and (y) any such Real Property Asset the encumbrancing of which requires the consent of any applicable then-existing senior lienholder, where the Borrower and its Subsidiaries are unable to obtain such senior lienholder’s consent and (z) so long as no Event of Default shall have occurred and be continuing, any such Real Property Asset that the Borrower or such Guarantor intends to sell and lease back in accordance with Section 6.8 within 270 days of the date of acquisition of such Real Property Asset or the date such Person becomes a Guarantor, as the case may be (any such non-excluded Real Property Asset described in the case of a UK Loan Party, no later than 60 days thereafter foregoing clauses (or such greater number of days as Agent shall agree to in its sole and absolute discretion in any given casei) or (ii) any existing US Loan Party being an “Additional Mortgaged Property”), the Borrower will promptly notify the Administrative Agent of that fact and the Borrower or UK Loan Party acquires any owned Real Property (other than real property constituting Excluded Property) after such Guarantor shall deliver to the Closing Administrative Agent, on or before the next Mortgage Delivery Date no later than which occurs at least 30 days thereafter after such Person acquires such Additional Mortgaged Property or becomes a Guarantor (or such greater number longer period of days time as Agent shall agree agreed to by the Administrative Agent) or, in its sole and absolute discretion in the case of any given case), such Loan Party shall be required to xxxxx x Xxxx to Agent and execute and deliver a Mortgage and take all action in connection therewith as would otherwise have been required to be taken pursuant to Schedule 3.6 with respect to such Real Property if Asset which was excluded from being an Additional Mortgaged Property pursuant to clause (y) above, and which was not sold and leased back within the applicable 270-day period, on or before the next Mortgage Delivery Date which occurs at least 30 days after the expiration of such Loan Party owned such Real Property on 270-day period, as the Closing Date (includingcase may be, without limitation, (A) delivery of Mortgage Policies (if applicable) in amounts reasonably satisfactory to Agent or any foreign equivalent thereof assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable mortgage Liens on such real property free and clear of all defects and encumbrances (other than Permitted Liens), (B) appropriate flood zone certificates (or equivalent certificates that would be relevant to such real property located in foreign jurisdictions where such certificates are obtainable) indicating that such real property is not located in a flood zone or flood insurance in an amount reasonably satisfactory to the Agent with respect to such real property and (C) appropriate fixture filings and phase 1 environmental reports), all as reasonable requested by the Agent and in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to such Real Property Collateral. The relevant Loan Party shall be required to pay all recording costs, intangible taxes and other fees and costs (including reasonable attorney fees and expenses) incurred in connection with the foregoing.following:

Additional Real Property Collateral. At any time From and after the Closing Date, in the event that (i) the Borrower or any US Subsidiary or Foreign Subsidiary is added as a US Loan Party or a UK Loan Party, as applicable, pursuant to Section 5.11(a) or Section 5.11(b), as applicable and such Loan Party owns Guarantor acquires any Real Property (other than fee interest in real property constituting Excluded Propertyor (ii) at the time any Person becomes a Guarantor, such Person owns or holds any fee interest in real property, in either case excluding (x) in any such Real Property Asset held for sale as approved by the case of a US Loan PartyAdministrative Agent, no later than 30 days thereafter and (y) any such Real Property Asset the encumbrancing of which requires the consent of any applicable then-existing senior lienholder, where the Borrower and its Subsidiaries are unable to obtain such senior lienholder’s consent and (z) so long as no Event of Default shall have occurred and be continuing, any such Real Property Asset that the Borrower or such Guarantor intends to sell and lease back in accordance with Section 6.8 within ninety (90) days of the date of acquisition of such Real Property Asset, the date a store begins operation on a Development Property, or the date such Person becomes a Guarantor, as the case may be (any such non-excluded Real Property Asset described in the case of a UK Loan Party, no later than 60 days thereafter foregoing clauses (or such greater number of days as Agent shall agree to in its sole and absolute discretion in any given casei) or (ii) any existing US Loan Party being an “Additional Mortgaged Property”), the Borrower will promptly notify the Administrative Agent of that fact and the Borrower or UK Loan Party acquires any owned Real Property (other than real property constituting Excluded Property) after such Guarantor shall deliver to the Closing Administrative Agent, on or before the next Mortgage Notice Date no later than which occurs at least 30 days thereafter after such Person acquires such Additional Mortgaged Property or becomes a Guarantor (or such greater number longer period of time as agreed to by the Administrative Agent) or, in the case of any such Real Property Asset which was excluded from being an Additional Mortgaged Property pursuant to clause (y) above, and which was not sold and leased back within the applicable 90-day period, on or before the next Mortgage Notice Date which occurs at least thirty (30) days after the expiration of such 90-day period, as the case may be, all or any of the following to the extent requested by the Administrative Agent shall agree to in its sole and absolute discretion in any given case), such Loan Party shall be required to xxxxx x Xxxx to Agent and execute and deliver a Mortgage and take all action in connection therewith as would otherwise have been required to be taken pursuant to Schedule 3.6 with respect to such Real Property if such Loan Party owned such Real Property on the Closing Date (including, without limitation, (A) delivery of Mortgage Policies (if applicable) in amounts reasonably satisfactory to Agent or any foreign equivalent thereof assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable mortgage Liens on such real property free and clear of all defects and encumbrances (other than Permitted Liens), (B) appropriate flood zone certificates (or equivalent certificates that would be relevant to such real property located in foreign jurisdictions where such certificates are obtainable) indicating that such real property is not located in a flood zone or flood insurance in an amount reasonably satisfactory to the Agent with respect to such real property and (C) appropriate fixture filings and phase 1 environmental reports), all as reasonable requested by the Agent and in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to such Real Property Collateral. The relevant Loan Party shall be required to pay all recording costs, intangible taxes and other fees and costs (including reasonable attorney fees and expenses) incurred in connection with the foregoing.discretion: