Common use of Future Liens on Real Property Clause in Contracts

Future Liens on Real Property. Upon the request of the Agent, each Borrower shall, and shall cause its Subsidiaries to, execute and deliver to the Agent, for the benefit of the Holders, immediately upon the acquisition of any Real Property having an appraised value in excess of $5,000,000 on which material operations of a Borrower or Subsidiary of a Borrower are located or leasing any Real Property on which material operations of a Borrower or any Subsidiary of a Borrower are located, a mortgage, deed of trust, assignment or other appropriate instrument evidencing a Lien upon any such Real Property, lease or interest, together with such title insurance policies (mortgagee's form), certified surveys, appraisals (to the extent required by, and which meet or exceed the minimum appraisal standards set forth in, the Financial Institutions Reform, Recovery and Enforcement Act (12 C.F.R. ss.4 (1990)), as amended), and local counsel opinions with respect thereto and such other agreements, documents and instruments which the Agent deems necessary or desirable, the same to be in form and substance acceptable to the Agent and to be subject only to (a) Liens permitted under Section 10.03 and (b) such other Liens as the Agent and the Requisite Lenders may reasonably approve, it being understood that the granting of such additional security for the Obligations is a material inducement to the execution and delivery of this Agreement by each Lender. Notwithstanding the foregoing, (a) the Agent shall make such requests with respect to Subsidiaries of the U.S. Borrower which are not Domestic Subsidiaries only where the Property or operations of such Subsidiary are deemed by the Agent, in its reasonable discretion, to be material to the recovery of the Obligations and (b) Liens against the Securities and Property of any Joint Venture shall not be required if there is a prohibition against the pledging of the same in the joint venture agreements relating thereto.

Future Liens on Real Property. Upon After the request Effective Date, with respect to Real Property located in the United States, at least fifteen (15) Business Days prior to the entering into of any Lease by the Company or any of the AgentSubsidiary Guarantors with respect to which the annual rental payments are anticipated to equal or exceed $750,000, each Borrower or the acquisition of any Real Property acquired by the Company or any of the Subsidiary Guarantors after the date hereof and located in the United States with a book value in excess of $2,000,000, the Company shall, and shall cause each of the Subsidiary Guarantors to, provide the Administrative Agent written notice thereof and with respect to any such Lease, the Company or such Subsidiary Guarantor agrees to use its Subsidiaries best efforts in negotiating such Lease to obtain the consent of the landlord or owner of such Real Property, as the case may be, to the granting of a Lien on such Lease in favor of the Administrative Agent. Upon written request of the Administrative Agent, and, in the case of any Lease, provided that the landlord or owner, as the case may be, of the Real Property to which such Lease relates, has provided its written consent to the granting of a Lien on such Lease, the Company shall, and shall cause each of the Subsidiary Guarantors to, execute and deliver to the Administrative Agent, for the benefit of the HoldersAdministrative Agent, the Co-Agents, the Issuing Banks and the Lenders, immediately upon the acquisition or lease of any such Real Property having an appraised value in excess of $5,000,000 on which material operations of a Borrower or Subsidiary of a Borrower are located or leasing any (other than Real Property on which material operations acquired with the -109- 111 proceeds of Indebtedness permitted by Section 9.01(vi) and subject to a Borrower or any Subsidiary of a Borrower are located, Lien permitted by Section 9.03(iv)) a mortgage, deed of trust, assignment or other appropriate instrument evidencing a Lien upon any such Real Property, lease or interest, together with such title insurance policies (mortgagee's form)Title Policies, certified surveys, appraisals (to the extent required by, and which meet or exceed the minimum appraisal standards set forth in, the Financial Institutions Reform, Recovery and Enforcement Act (12 C.F.R. ss.4 (1990)), as amended)Surveys, and local counsel opinions with respect thereto and such other agreements, documents and instruments which the Administrative Agent deems necessary or desirable, the same to be in form and substance acceptable substantially the same as the mortgages and other Loan Documents relating to Real Property of the Agent Company and the Subsidiary Guarantors executed and delivered in connection with this Agreement, and to be subject only to (ai) Liens permitted under Section 10.03 9.03 and (bii) such other Liens as the Administrative Agent and the Requisite Lenders may reasonably approve, it being understood that the granting of such additional security for the Obligations pursuant to this Section 8.12 is a material inducement to the execution and delivery of this Agreement by each Lender. Notwithstanding the foregoing, (a) the Agent shall make such requests with respect to Subsidiaries of the U.S. Borrower which are not Domestic Subsidiaries only where the Property or operations of such Subsidiary are deemed by the Agent, in its reasonable discretion, to be material to the recovery of the Obligations and (b) Liens against the Securities and Property of any Joint Venture shall not be required if there is a prohibition against the pledging of the same in the joint venture agreements relating thereto.

Future Liens on Real Property. Upon After the request Effective Date, with respect to Real Property located in the United States, at least fifteen (15) Business Days prior to the entering into of any Lease by the Company or any of the AgentSubsidiary Guarantors with respect to which the annual rental payments are anticipated to equal or exceed $750,000, each Borrower or the acquisition of any Real Property acquired by the Company or any of the Subsidiary Guarantors after the date hereof and located in the United States with a book value in excess of $2,000,000, the Company shall, and shall cause each of the Subsidiary Guarantors to, provide the Administrative Agent written notice thereof and with respect to any such Lease, the Company or such Subsidiary Guarantor agrees to use its Subsidiaries best efforts in negotiating such Lease to obtain the consent of the landlord or owner of such Real Property, as the case may be, to the granting of a Lien on such Lease in favor of the Administrative Agent. Upon written request of the Administrative Agent, and, in the case of any Lease, provided that the landlord or owner, as the case may be, of the Real Property to which such Lease relates, has provided its written consent to the granting of a Lien on such Lease, the Company shall, and shall cause each of the Subsidiary Guarantors to, execute and deliver to the Administrative Agent, for the benefit of the HoldersAdministrative Agent, the CoAgents, the Issuing Banks and the Lenders, immediately upon the acquisition or lease of any such Real Property having an appraised value in excess of $5,000,000 on which material operations of a Borrower or Subsidiary of a Borrower are located or leasing any (other than Real Property on which material operations acquired with the proceeds of Indebtedness permitted by Section 9.01(vi) and subject to a Borrower or any Subsidiary of a Borrower are located, Lien permitted by Section 9.03(iv)) a mortgage, deed of trust, assignment or other appropriate instrument evidencing a Lien upon any such Real Property, lease or interest, together with such title insurance policies (mortgagee's form)Title Policies, certified surveys, appraisals (to the extent required by, and which meet or exceed the minimum appraisal standards set forth in, the Financial Institutions Reform, Recovery and Enforcement Act (12 C.F.R. ss.4 (1990)), as amended)Surveys, and local counsel opinions with respect thereto and such other agreements, documents and instruments which the Administrative Agent deems necessary or desirable, the same to be in form and substance acceptable substantially the same as the mortgages and other Loan Documents relating to Real Property of the Agent Company and the Subsidiary Guarantors executed and delivered in connection with this Agreement, and to be subject only to (ai) Liens permitted under Section 10.03 9.03 and (bii) such other Liens as the Administrative Agent and the Requisite Lenders may reasonably approve, it being understood that the granting of such additional security for the Obligations pursuant to this Section 8.12 is a material inducement to the execution and delivery of this Agreement by each Lender. Notwithstanding the foregoing, (a) the Agent shall make such requests with respect to Subsidiaries of the U.S. Borrower which are not Domestic Subsidiaries only where the Property or operations of such Subsidiary are deemed by the Agent, in its reasonable discretion, to be material to the recovery of the Obligations and (b) Liens against the Securities and Property of any Joint Venture shall not be required if there is a prohibition against the pledging of the same in the joint venture agreements relating thereto.