Common use of Additional Real Property Collateral Clause in Contracts

Additional Real Property Collateral. From and after the Closing Date, in the event that (i) the Borrower or any Guarantor acquires any fee interest in real property or (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) any such Real Property Asset held for sale as approved by the Administrative Agent, (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 foregoing clauses (i) or (ii) being an “Additional Mortgaged Property”), the Borrower will promptly notify the Administrative Agent of that fact and the Borrower or such Guarantor shall deliver to the Administrative Agent, on or before the next Mortgage Delivery Date which occurs at least 30 days after such Person acquires such Additional Mortgaged Property or becomes a Guarantor (or such 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 270-day period, on or before the next Mortgage Delivery Date which occurs at least 30 days after the expiration of such 270-day period, as the case may be, the following:

Additional Real Property Collateral. From and after the Closing Date, in the event that (i) the Borrower or any Guarantor acquires any fee interest in real property or (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) any such Real Property Asset held for sale as approved by the Administrative Agent, (yw) 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 consent, (zx) 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, (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 5.10, any Real Property Asset included in the Golden Gallon Assets Held for Sale (any such non-excluded Real Property Asset described in the foregoing clauses (i) or (ii) being an “Additional Mortgaged Property”), the Borrower will promptly notify the Administrative Agent of that fact and the Borrower or such Guarantor shall deliver to the Administrative Agent, on or before the next Mortgage Delivery Date which occurs at least within 30 days after such Person acquires such Additional Mortgaged Property or becomes a Guarantor (or such longer period of time as agreed to by the Administrative Agent) or, in the case of (1) any such Real Property Asset which was excluded from being an Additional Mortgaged Property pursuant to clause (yx) above, 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 within 30 days after of the expiration of such 270-day period, as the case may be, the following:

Additional Real Property Collateral. From and after the Closing Date, in the event that (i) the Borrower or any Guarantor acquires any fee interest in real property or (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) any such Real Property Asset held for sale as approved by the Administrative Agent, (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 ninety (90) days of the date of acquisition of such Real Property Asset 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 foregoing clauses (i) or (ii) being an “Additional Mortgaged Property”), the Borrower will promptly notify the Administrative Agent of that fact and the Borrower or such Guarantor shall deliver to the Administrative Agent, on or before the next Mortgage Delivery Notice Date which occurs at least 30 days after such Person acquires such Additional Mortgaged Property or becomes a Guarantor (or such 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 27090-day period, on or before the next Mortgage Delivery Notice Date which occurs at least 30 thirty (30) days after the expiration of such 27090-day period, as the case may be, all or any of the followingfollowing to the extent requested by the Administrative Agent in its sole discretion:

Additional Real Property Collateral. From and after the Closing Date, in the event that At any time (i) the Borrower 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 Guarantor acquires any fee interest in Real Property (other than real property or (iiconstituting Excluded Property) at the time any Person becomes a Guarantor, such Person owns or holds any fee interest in real property, in either case excluding (x) any such Real Property Asset held for sale as approved by in the Administrative Agentcase of a US Loan Party, no later than 30 days thereafter and (y) any such Real Property Asset in the encumbrancing case of which requires the consent of any applicable then-existing senior lienholdera UK Loan Party, where the Borrower and its Subsidiaries are unable to obtain such senior lienholder’s consent and no later than 60 days thereafter (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 greater number of days as Agent shall agree to sell in its sole and lease back absolute discretion 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 foregoing clauses (igiven case) or (ii) being an “Additional Mortgaged any existing US Loan Party or UK Loan Party acquires any owned Real Property (other than real property constituting Excluded Property”), ) after the Borrower will promptly notify the Administrative Agent of that fact and the Borrower or such Guarantor shall deliver to the Administrative Agent, on or before the next Mortgage Delivery Closing Date which occurs at least no later than 30 days after such Person acquires such Additional Mortgaged Property or becomes a Guarantor thereafter (or such longer period greater number of time days as agreed Agent shall agree to by the Administrative Agent) orin 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 the case of any connection therewith as would otherwise have been required to be taken pursuant to Schedule 3.6 with respect to such Real Property Asset which was excluded from 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 an Additional Mortgaged sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to such Real Property pursuant Collateral. The relevant Loan Party shall be required to clause pay all recording costs, intangible taxes and other fees and costs (yincluding reasonable attorney fees and expenses) above, and which was not sold and leased back within incurred in connection with the applicable 270-day period, on or before the next Mortgage Delivery Date which occurs at least 30 days after the expiration of such 270-day period, as the case may be, the following:foregoing.