Common use of Liens on Real Property Clause in Contracts

Liens on Real Property. In the event that Borrower or any Guarantor owns or hereafter acquires a fee interest in any real property with a fair market value (as reasonably determined in good faith by the Borrower) in excess of $10,000,000, at the request of Administrative Agent in its sole discretion, Borrower shall, or shall cause such Guarantor to, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Agent (or a security trustee therefor) a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all taxes, costs, and expenses incurred by Administrative Agent in recording such mortgage or deed of trust, and shall supply to Administrative Agent at Borrower’s cost and expense a survey, environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent in connection therewith. If at any time any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lender.

Liens on Real Property. In the event that Borrower or any Guarantor Loan Party owns or hereafter acquires a fee interest in any real property with a fair market value (other than Excluded Property), no later than ninety (90) days after (x) the Closing Date (in the case of any such real property owned as reasonably determined of the Closing Date) or (y) the date of the acquisition thereof (in good faith by the Borrowercase of after acquired real property) or, in excess of $10,000,000either case, at if later, the request of date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any such later date as the Administrative Agent may determine in its sole reasonable discretion), Borrower shall, or such Loan Party shall cause such Guarantor to, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Agent (or a security trustee therefor) a mortgage or deed of trust in form and substance reasonably acceptable to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all taxesTaxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage mortgage, debenture or deed of trust, and shall supply to the Administrative Agent Agent, at the Administrative Agent’s reasonable request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of Flood Insurance), environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this AgreementPermitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. If at Notwithstanding the foregoing, the Administrative Agent shall not enter into any time Mortgage in respect of any real property located until (a) the date that occurs 10 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in the United States is pledged as Collateral hereunder, respect of such real property: (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, a completed flood hazard determination from a third party vendor; (ii) the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard areaSpecial Flood Hazard Area, (xA) Administrative Agent shall deliver notice to Borrower as a notification to the existence Borrower (or applicable Loan Party) of a special flood hazard and, that fact and (if applicable, ) notification to the unavailability of Borrower (or applicable Loan Party) that flood hazard insurance under the National Flood Insurance Program coverage is not available and (yB) Borrower shall deliver to Administrative Agent evidence of the receipt by the Borrower (or applicable Loan Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in the community in which such real property is located, evidence of required 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 Administrative Agent or any Lender, and (ivb) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until the Administrative Agent shall have received written confirmation from each Lender the Lenders that flood insurance due diligence and flood insurance compliance has been completed by such Lender with respect to such real property (such written confirmation not to be unreasonably conditioned, withheld or delayed). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lender.

Liens on Real Property. In Subject to Section 6.28 hereof, in the event that Borrower or any Guarantor Loan Party owns or hereafter acquires a fee interest in any real property with a fair market value (as reasonably determined in good faith by the Borrower) in excess of $10,000,000other than Excluded Property), at the request of Administrative Agent in its sole discretion, Borrower shall, or such Loan Party shall cause such Guarantor to, execute and deliver to the Administrative Agent (or a security trustee therefor) a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent (or a security trustee therefor) a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all taxesTaxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent Agent, at the Administrative Agent’s request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of flood insurance), environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this AgreementPermitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. If at Notwithstanding anything to the contrary set forth herein, no Loan Party or the Administrative Agent shall enter into any time Mortgage in respect of any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) the applicable acquired by any Loan Party shall deliver to Administrative Agent (for distribution to after the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property Restatement Effective Date that is located in a “special flood hazard area, ” until (xa) the Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative Agent shall have has received written confirmation from that 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to all flood insurance due diligence and flood insurance compliance reasonably satisfactory with respect to the applicable real property subject to such Mortgage, and (b) the date that is forty-five (45) days after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Parties of that fact and each Lender(if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by applicable flood laws, evidence of required flood insurance with respect to which flood insurance has been made available under applicable flood laws.

Liens on Real Property. In the event that the Borrower or any Guarantor Subsidiary owns or hereafter acquires a fee interest in any real property with a fair market value (as reasonably determined in good faith by property, the Borrower) in excess of $10,000,000, at the request of Administrative Agent in its sole discretion, Borrower shall, or shall cause such Guarantor Subsidiary to, execute and deliver to the Administrative Agent (or a security trustee therefor) a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent (or a security trustee therefor) a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent at the Borrower’s cost and expense a survey, environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this AgreementPermitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. If at In the event that the Borrower or any time any Subsidiary presently leases or hereafter leases real property located in property, the United States is pledged as Collateral hereunderBorrower shall, or shall cause such Subsidiary, to the extent requested by the Administrative Agent: (i) to execute and deliver to the Administrative Agent shall provide (or a security trustee therefor) a leasehold mortgage or leasehold deed of trust acceptable in form and substance to the Lenders at least 60 days’ prior written notice Administrative Agent for the purpose of granting to the pledge of Administrative Agent a Lien on such real property as Collateralto secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, (ii) to pay all taxes, costs, and expenses incurred by the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to in recording such real property)leasehold mortgage or leasehold deed of trust, (iii) if any property is located in a special flood hazard area, (x) to deliver to the Administrative Agent shall deliver notice to Borrower as to the existence of a special flood hazard andsuch lessor and mortgagor consent, if applicablewaivers, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) Borrower shall deliver to Administrative Agent evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts other agreements 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 Administrative Agent to ensure its access to the Collateral and its rights under such leasehold mortgage or any Lenderleasehold deed of trust for such property, and (iv) and to deliver to the Administrative Agent shall not enter intosuch other instrument, accept or record any mortgage in respect of such real property until documents, certificates, and opinions reasonably required by the Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lenderconnection therewith.

Liens on Real Property. In After the Escrow Release Date, in the event that Borrower or any Guarantor owns or Grantor hereafter acquires a fee interest in any fee-owned real property with having a fair market value (as reasonably determined in good faith by the Borrower) in excess of $10,000,00030 million (as determined by the Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuation) (other than any Excluded Property), at within 90 days following the request of acquisition thereof (or such longer period as to which the Administrative Agent in its sole discretionmay consent), the Borrower shall, or shall cause such Guarantor to, Grantor to (i) execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Collateral Agent (or a security trustee therefor) a Mortgage, title policy, ALTA survey, if required by the title company issuing the title policy (or no-change affidavits in connection with existing surveys), and certificates of insurance evidencing the insurance required under this Agreement, in each case similar to the Mortgage, title policy, certificates of insurances and opinions of counsel delivered to the Collateral Agent pursuant to Schedule 6.24 for the purpose of granting to the Collateral Agent a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Liability, Deposit Account Liability, Liability and Data Processing Obligations and shall pay all taxes, costs, taxes and reasonable costs and expenses incurred by Administrative the Collateral Agent in recording such Mortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or deed similar tax on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited to the fair market value (without requirement of trust, and shall supply to Administrative Agent at Borrower’s cost and expense a survey, environmental report, hazard insurance policy, delivery of an appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to Administrative Agent insuring the validity or other third-party valuation) of such mortgage or deed of trust Mortgaged Property, as reasonably determined by the Borrower in good faith and its status as a first Lien (subject to Liens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent in connection therewith. If at any time any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) provide the applicable Loan Party shall deliver to Administrative Collateral Agent (for distribution to the Lenders) with a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be assistance duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lenderapplicable Grantor relating thereto).

Liens on Real Property. In After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in the event that Borrower or any Guarantor owns or Grantor hereafter acquires a fee interest in any fee-owned real property with having a fair market value (as reasonably determined in good faith by the Borrower) in excess of $10,000,00030 million (as determined by the Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuation) (other than any Excluded Property), at within 90 days following the request of acquisition thereof (or such longer period as to which the Administrative Agent in its sole discretionmay consent), the Borrower shall, or shall cause such Guarantor to, Grantor to (i) execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Collateral Agent (or a security trustee therefor) a Mortgage, title policy, ALTA survey, if required by the title company issuing the title policy (or no-change affidavits in connection with existing surveys), certificates of insurance evidencing the insurance required under this Agreement, and opinions of counsel, in each case similar to the Mortgage, title policy, certificates of insurances and opinions of counsel delivered to the Collateral Agent pursuant to Schedule 6.24 for the purpose of granting to the Collateral Agent a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Liability, Deposit Account Liability, Liability and Data Processing Obligations and shall pay all taxes, costs, taxes and reasonable costs and expenses incurred by Administrative the Collateral Agent in recording such Mortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or deed similar tax on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited to the fair market value (without requirement of trust, and shall supply to Administrative Agent at Borrower’s cost and expense a survey, environmental report, hazard insurance policy, delivery of an appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to Administrative Agent insuring the validity or other third-party valuation) of such mortgage or deed of trust Mortgaged Property, as reasonably determined by the Borrower in good faith and its status as a first Lien (subject to Liens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent in connection therewith. If at any time any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) provide the applicable Loan Party shall deliver to Administrative Collateral Agent (for distribution to the Lenders) with a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be assistance duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lenderapplicable Grantor relating thereto).

Liens on Real Property. In After the Amendment No. 2 Effective Date (other than during a Collateral and Guarantee Suspension Period), in the event that Borrower or (i) any Guarantor owns or Grantor hereafter acquires a fee interest in any fee-owned real property with having a fair market value (as reasonably determined in good faith by the Borrower) in excess of $10,000,00030 million (as determined by the Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuation) (other than any Excluded Property) or (ii) the Great Oaks Property ceases to constitute an Excluded Property, at within 90 days following the request of acquisition thereof or the date the Great Oaks Property ceases to constitute an Excluded Property, as applicable (or, in each case, such longer period as to which the Administrative Agent in its sole discretionmay consent), the Borrower shall, or shall cause such Guarantor to, Grantor to execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Collateral Agent (or a security trustee therefor), (a) a Mortgage encumbering such Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Grantor that is the owner of such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; (b) with respect to each Mortgage, a title insurance policy (or marked up lender’s title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount of the fair market value (as determined by the Borrower in good faith) of such Mortgaged Property and fixtures, which policy (or such marked up commitment) (each, a “Title Policy”) shall (A) be issued by a nationally recognized title insurance company (the “Title Company”), (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) have been supplemented by such endorsements as shall be reasonably requested by the Administrative Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning (it being agreed that Administrative Agent shall accept zoning reports in lieu of zoning endorsements in any jurisdiction where the cost of such endorsements exceeds $1,000 per property), contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), such Title Policy shall not include a general mechanic’s lien exception, and (D) contain no exceptions to title other than Permitted Liens; (c) ALTA/ACSM surveys with respect to each such Mortgaged Property; provided, however, that an ALTA/ACSM survey shall not be required to the extent that (x) an existing survey together with an “affidavit of no change” satisfactory to the Title Company is delivered to the Collateral Agent and the Title Company and (y) the Title Company removes the standard survey exception and provides reasonable and customary survey related endorsements and other coverages in the applicable title insurance policy; (d) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each such Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower; (e) such customary affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above; (f) evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policy/ies contemplated above; (g) favorable written opinions, addressed to the Collateral Agent and the Secured Parties, of local counsel to the Grantors in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Grantor granting the Mortgage on said Mortgaged Property is organized, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Grantor, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent and (h) certificates of insurance evidencing the insurance required under this Agreement, for the purpose of granting to the Collateral Agent a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Liability, Deposit Account Liability, Liability and Data Processing Obligations and shall pay all taxes, costs, taxes and reasonable costs and expenses incurred by Administrative the Collateral Agent in recording such Mortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or deed similar tax on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited to the fair market value (without requirement of trust, and shall supply to Administrative Agent at Borrower’s cost and expense a survey, environmental report, hazard insurance policy, delivery of an appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to Administrative Agent insuring the validity or other third-party valuation) of such mortgage or deed of trust and its status Mortgaged Property, as a first Lien (subject to Liens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent in connection therewith. If at any time any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed determined by the applicable Loan Party relating to such real property), (iii) if any property is located Borrower in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lendergood faith.

Liens on Real Property. In the event that Borrower or any Guarantor owns or hereafter acquires a fee interest in any real property with a fair market book value (as reasonably determined in good faith by the Borrower) in excess of $10,000,000, at the request of Administrative Agent in its sole discretion3,000,000 or more, Borrower shall, or shall cause such Guarantor to, provide notice thereof to the Administrative Agent and, upon (and within 30 days of (or such later date as may be agreed to by the Administrative Agent in its reasonable discretion)) the request of the Administrative Agent, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Agent (or a security trustee therefor) a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all taxesTaxes, costs, and expenses incurred by 739016937 20664705 Administrative Agent in recording such mortgage or deed of trust, and shall supply to Administrative Agent (which shall supply the same to the Lenders) at Borrower’s cost and expense a survey, environmental report, hazard insurance policy, appraisal report, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each such real property location in the United States (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), to the extent that such real property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable Law, including Regulation H of the FRB, the National Flood Insurance Reform Act of 1994 and related legislation, and a mortgagee’s policy of title insurance from a title insurer acceptable to Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent (or requested by any Lender through the Administrative Agent) in connection therewith. If at ; provided that any time any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent such mortgage or deed of trust shall provide to not be executed and delivered until the Lenders at least 60 days’ prior written notice have been provided an opportunity to the pledge of review any such real property as Collateral, flood documentation referred to above and to confirm (iiin their reasonable discretion) the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together that such documentation complies with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lender’s internal requirements.

Liens on Real Property. In the event that Borrower or any Guarantor owns or hereafter acquires a fee interest in any real property with a fair market book value (as reasonably determined in good faith by the Borrower) in excess of $10,000,000, at the request of Administrative Agent in its sole discretion3,000,000 or more, Borrower shall, or shall cause such Guarantor to, provide notice thereof to the Administrative Agent and, upon (and within 30 days of (or such later date as may be agreed to by the Administrative Agent in its reasonable discretion)) the request of the Administrative Agent, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Agent (or a security trustee therefor) a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all taxesTaxes, costs, and expenses incurred by Administrative Agent in recording such mortgage or deed of trust, and shall supply to Administrative Agent (which shall supply the same to the Lenders) at Borrower’s cost and expense a survey, environmental report, hazard insurance policy, appraisal report, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each such real property location in the United States (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), to the extent that such real property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable Law, including Regulation H of the FRB, the National Flood Insurance Reform Act of 1994 and related legislation, and a mortgagee’s policy of title insurance from a title insurer acceptable to Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent (or requested by any Lender through the Administrative Agent) in connection therewith. If at ; provided that any time any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent such mortgage or deed of trust shall provide to not be executed and delivered until the Lenders at least 60 days’ prior written notice have been provided an opportunity to the pledge of review any such real property as Collateral, flood documentation referred to above and to confirm (iiin their reasonable discretion) the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together that such documentation complies with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lender’s internal requirements.

Liens on Real Property. In the event that the Borrower or any Guarantor owns or hereafter acquires a fee interest in any real property with (except in the case where such real property is acquired after the Closing Date which the Borrower or such Guarantor intends to dispose of in a fair market value sale and leaseback transaction permitted by Section 8.10(h) provided that such sale and leaseback transaction is completed within five (as 5) Business Days (or such longer period reasonably determined in good faith by acceptable to the BorrowerAdministrative Agent) in excess following the acquisition of $10,000,000, at such real property and the request of Borrower delivers to the Administrative Agent in its sole discretionnot later than two days (or such longer period reasonably acceptable to the Administrative Agent) following the date such sale and leaseback is completed, an executed copy of the transaction document(s) pursuant to which such sale and leaseback transaction is to occur), the Borrower shall, or shall cause such Guarantor to, execute and deliver to the Administrative Agent a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent (or a security trustee therefor) a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent, to the extent required by the Administrative Agent in its reasonable discretion, at the Borrower’s cost and expense a survey, environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. If at any time any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lender.

Liens on Real Property. The Obligations shall be secured by a valid and enforceable first priority Lien on the Required Mortgaged Premises pursuant to the Mortgages. In the event that Borrower or any Guarantor Subsidiary owns or hereafter acquires a fee interest in any real property with a fair market value (as reasonably determined in good faith by the Borrower) in excess of $10,000,000, at the request of Administrative Agent in its sole discretionRequired Mortgaged Premises, Borrower shall, or shall cause such Guarantor Subsidiary to, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Agent for the benefit of the Lenders (or a security trustee therefor) a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all taxesTaxes, costs, and expenses incurred by Administrative Agent in recording such mortgage or deed of trust, and shall supply to Administrative Agent at Borrower’s cost and expense a survey, environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens expressly permitted by this Agreement) on the real property encumbered thereby such Required Mortgaged Premises and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent in connection therewith. If Further, if at any time any real property located in the United States Required Mortgaged Premises is pledged as Collateral hereunder, (iA) the Administrative Agent shall provide to the Lenders at least 60 forty-five (45) days’ prior written notice to the pledge of such real property as Collateral, (iiB) the applicable Loan Party each Lender shall deliver to Administrative Agent (for distribution provide to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special Borrower standard flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property)determination forms, (iiiC) if any property is located in a special flood hazard area, (x1) Administrative Agent each Lender shall deliver notice to 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 (y2) Borrower shall deliver to the Administrative Agent 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 Administrative Agent or any Lender, and (ivD) the Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until the Administrative 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). If any real property located in the United States Required Mortgaged Premises is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to the Administrative Agent and each Lender.

Liens on Real Property. In After the Amendment No. 2 Effective Date (other than during a Collateral and Guarantee Suspension Period), in the event that Borrower or (i) any Guarantor owns or Grantor hereafter acquires a fee interest in any fee-owned real property with having a fair market value (as reasonably determined in good faith by the Borrower) in excess of $10,000,00030 million (as determined by the Lead Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuation) (other than any Excluded Property) or (ii) the Great Oaks Property ceases to constitute an Excluded Property, at within 90 days following the request of acquisition thereof or the date the Great Oaks Property ceases to constitute an Excluded Property, as applicable (or, in each case, such longer period as to which the Administrative Agent in its sole discretionmay consent), the Lead Borrower shall, or shall cause such Guarantor to, Grantor to execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Collateral Agent (or a security trustee therefor), (a) a Mortgage encumbering such Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Grantor that is the owner of such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; (b) with respect to each Mortgage, a title insurance policy (or marked up lender’s title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount of the fair market value (as determined by the Lead Borrower in good faith) of such Mortgaged Property and fixtures, which policy (or such marked up commitment) (each, a “Title Policy”) shall (A) be issued by a nationally recognized title insurance company (the “Title Company”), (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) have been supplemented by such endorsements as shall be reasonably requested by the Administrative Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning (it being agreed that Administrative Agent shall accept zoning reports in lieu of zoning endorsements in any jurisdiction where the cost of such endorsements exceeds $1,000 per property), contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), such Title Policy shall not include a general mechanic’s lien exception, and (D) contain no exceptions to title other than Permitted Liens; (c) ALTA/ACSM surveys with respect to each such Mortgaged Property; provided, however, that an ALTA/ACSM survey shall not be required to the extent that (x) an existing survey together with an “affidavit of no change” satisfactory to the Title Company is delivered to the Collateral Agent and the Title Company and (y) the Title Company removes the standard survey exception and provides reasonable and customary survey related endorsements and other coverages in the applicable title insurance policy; (d) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each such Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Lead Borrower; (e) such customary affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above; (f) evidence reasonably acceptable to the Administrative Agent of payment by Lead Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policy/ies contemplated above; (g) favorable written opinions, addressed to the Collateral Agent and the Secured Parties, of local counsel to the Grantors in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Grantor granting the Mortgage on said Mortgaged Property is organized, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Grantor, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent and (h) certificates of insurance evidencing the insurance required under this Agreement, for the purpose of granting to the Collateral Agent a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Liability, Deposit Account Liability, Liability and Data Processing Obligations and shall pay all taxes, costs, taxes and reasonable costs and expenses incurred by Administrative the Collateral Agent in recording such Mortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or deed similar tax on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited to the fair market value (without requirement of trust, and shall supply to Administrative Agent at Borrower’s cost and expense a survey, environmental report, hazard insurance policy, delivery of an appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to Administrative Agent insuring the validity or other third-party valuation) of such mortgage or deed of trust and its status Mortgaged Property, as a first Lien (subject to Liens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent in connection therewith. If at any time any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed determined by the applicable Loan Party relating to such real property), (iii) if any property is located Lead Borrower in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lendergood faith.

Liens on Real Property. In Subject to the Agreed Security Principles, in the event that any Borrower or any Guarantor other Loan Party owns or hereafter acquires a fee interest in any real property with a fair market value Premises valued at more than $5,000,000 which the Administrative Agent determines (as reasonably determined in good faith by the Borrower) in excess of $10,000,000, on its own or at the request direction of Administrative Agent in its sole discretion, the Required Lenders) shall be subject to the Lien of a Mortgage: (a) such Borrower shall, or shall cause such Guarantor other Loan Party to, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Agent (or a security trustee therefor) a Mortgage acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such real property Premises to secure the Secured Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trustMortgage, and shall supply to the Administrative Agent at Borrower’s the Borrowers’ cost and expense as to each Premises, a survey, environmental report, special flood hazard determination form, insurance policypolicy (including flood insurance, if required), appraisal report, local counsel opinion and a mortgagee’s mortgagee policy of title insurance from a title insurer acceptable insurance, each of which conforms to Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this Agreement) on the real property encumbered thereby specifications set forth in Section 3.2, and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. If at any time any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (ivb) Administrative Agent if such Premises is a leasehold interest, such Borrower shall, or shall not enter intocause such other Loan Party to, accept or record any mortgage in respect addition to the requirements set forth in (a), at all times pay, when and as due, its rental obligations under all leases under which it is a tenant, otherwise comply, in all material respects, with all other terms of such real property until leases and keep them in full force and effect and, at Administrative Agent Agent’s reasonable request, will provide evidence of having done so. In addition, such Borrower shall, or shall have received written confirmation cause such other Loan Party to obtain a landlord’s consent agreement from each Lender that flood insurance compliance has been completed by the landlord of such Lender with respect Premises, which agreement shall contain landlord’s consent to such real property (such written confirmation not a leasehold Mortgage on the Premises in a form reasonably acceptable to be unreasonably withheld or delayed). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each LenderAgent.

Liens on Real Property. (a) In the event that any Borrower or any Guarantor owns or hereafter acquires (a) a fee interest in any real property with or (b) a fair market value (as reasonably determined leasehold interest in good faith any real property deemed to be material by the Borrower) in excess of $10,000,000, at the request of Administrative Agent and, in its sole discretioneither case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or shall cause such Guarantor Subsidiary to, (i) with respect to the property set forth at clause (a), execute and deliver to the Administrative Agent (or a security trustee therefor) and (ii) with respect to the property set forth at clause (b), use commercially reasonable best efforts to execute and deliver to the Administrative Agent (or a security trustee therefor), in each case within ninety (90) days (or such longer time period as the Administrative Agent may permit in its sole discretion) following any such acquisition, a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent (or a security trustee therefor) a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Bank Product Liability, shall pay all taxesTaxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and (other than with respect to any real property used solely in connection with the Pipeline and Transportation Systems) shall (x), if required by applicable Legal Requirements, supply to the Administrative Agent at such Borrower’s cost and expense a certification with regard to flood zone location (and, if necessary, evidence of flood insurance) and (y), if required by the Administrative Agent in its sole discretion (after giving due consideration to undue effort or expense relative to the benefits to be obtained by the Lenders therefrom), supply to the Administrative Agent at such Borrower’s cost and expense a survey, environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this AgreementPermitted Liens) on the applicable Borrower’s or Subsidiary’s interest in the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. If at any time any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lender.

Liens on Real Property. In Subject to Section 6.28 hereof, in the event that Borrower or any Guarantor Loan Party owns or hereafter acquires a fee interest in any real property with a fair market value (as reasonably determined in good faith by the Borrower) in excess of $10,000,000other than Excluded Property), at the request of Administrative Agent in its sole discretion, Borrower shall, or such Loan Party shall cause such Guarantor to, execute and deliver to the Administrative Agent (or a security trustee therefor) a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent (or a security trustee therefor) a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all taxesTaxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent Agent, at the Administrative Agent’s request and at Borrower’s cost and expense a survey, a certification with regard to flood zone location (and, if necessary, evidence of flood insurance), environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this AgreementPermitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. If at Notwithstanding anything to the contrary set forth herein, no Loan Party or the Administrative Agent shall enter into any time Mortgage in respect of any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) the applicable acquired by any Loan Party shall deliver to Administrative Agent (for distribution to after the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property Closing Date that is located in a “special flood hazard area, ” until (xa) the Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative Agent shall have has received written confirmation from that 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to all flood insurance due diligence and flood insurance compliance reasonably satisfactory with respect to the applicable real property subject to such Mortgage, and (b) the date that is forty-five (45) days after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Parties of that fact and each Lender(if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by applicable flood laws, evidence of required flood insurance with respect to which flood insurance has been made available under applicable flood laws.

Liens on Real Property. In the event that the Borrower or any Guarantor owns or hereafter acquires a fee interest in any real property with which, in the case of hereafter acquired property (a) has a fair market value greater than $1,000,000, or (as reasonably determined in good faith by b) is contiguous to the Borrower) in excess of ’s or such Guarantor’s operations and has a fair market value greater than $10,000,000500,000, at the request of Administrative Agent in its sole discretion, Borrower shall, or shall cause such Guarantor to, : (i) execute and deliver to the Administrative Agent a mortgage or deed of trust in substantially the form of the Closing Date Mortgages (with such modifications thereto as are necessary to comply with local law and custom and are otherwise reasonably acceptable in form and substance to the Administrative Agent Agent) for the purpose of granting to the Administrative Agent (or a security trustee therefor) a Lien on such real property to secure the Borrower’s obligation to pay (or the applicable Guarantor’s obligation to pay, pursuant to and in accordance with Section 12) the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall ; (ii) pay all taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, ; and shall (iii) supply to the Administrative Agent Agent, at the Borrower’s cost and expense expense, a survey, environmental report, hazard insurance policy, appraisal report, flood hazard determination certificates (and, if applicable, evidence of flood insurance that is in compliance with applicable law), and a mortgagee’s policy of title insurance from a First American Title Insurance Company or such other title insurer as shall be acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this Agreement) on the real property encumbered thereby and otherwise in form and substance acceptable to Administrative Agent and such other instrumentinstruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. If at any time any real property located in The Lenders acknowledge that Carolina Starches, LLC and Penford Carolina, LLC shall not be required to grant mortgages to the United States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such the real property until Administrative Agent shall have received written confirmation from each Lender that flood insurance compliance has been completed owned and/or leased by such Lender with respect to such real property (such written confirmation not to be unreasonably withheld or delayed). If any real property located in them on the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each LenderClosing Date.

Liens on Real Property. In After the Closing Date and until the occurrence of the Assumption, in the event that Borrower or any Guarantor owns or Grantor hereafter acquires a fee interest in any fee-owned real property with having a fair market value (as reasonably determined in good faith by the Borrower) in excess of $10,000,00030 million (as determined by Parent in good faith and without requirement of delivery of an appraisal or other third-party valuation) (other than any Excluded Property), at within 90 days following the request of acquisition thereof (or such longer period as to which the Administrative Agent in its sole discretionmay consent), Borrower Parent shall, or shall cause such Guarantor to, Grantor to (i) execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Collateral Agent (or a security trustee therefor) a Mortgage, title policy, ALTA survey, if required by the title company issuing the title policy (or no-change affidavits in connection with existing surveys), and certificates of insurance evidencing the insurance required under this Agreement, in each case similar to the Mortgage, title policy, certificates of insurances and opinions of counsel delivered to the Collateral Agent pursuant to Schedule 6.24 for the purpose of granting to the Collateral Agent a Lien on such real property to secure the Obligations, Hedging Liability, Obligations and Funds Transfer and Deposit Account Liability, shall pay all taxes, costs, taxes and reasonable costs and expenses incurred by Administrative the Collateral Agent in recording such Mortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or deed similar tax on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited to the fair market value (without requirement of trust, and shall supply to Administrative Agent at Borrower’s cost and expense a survey, environmental report, hazard insurance policy, delivery of an appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to Administrative Agent insuring the validity or other third-party valuation) of such mortgage or deed of trust Mortgaged Property, as reasonably determined by Parent in good faith and its status as a first Lien (subject to Liens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent in connection therewith. If at any time any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) provide the applicable Loan Party shall deliver to Administrative Collateral Agent (for distribution to the Lenders) with a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be assistance duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent Parent and each Lenderapplicable Grantor relating thereto).

Liens on Real Property. The Obligations shall be secured by a valid and enforceable first priority Lien on the Required Mortgaged Premises pursuant to the Mortgages. In the event that Borrower or any Guarantor Subsidiary owns or hereafter acquires a fee interest in any real property with a fair market value (as reasonably determined in good faith by the Borrower) in excess of $10,000,000, at the request of Administrative Agent in its sole discretionRequired Mortgaged Premises, Borrower shall, or shall cause such Guarantor Subsidiary to, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Agent for the benefit of the Lenders (or a security trustee therefor) a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all taxesTaxes, costs, and expenses incurred by Administrative Agent in recording such mortgage or deed of trust, and shall supply to Administrative Agent at Borrower’s cost and expense a survey, environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens expressly permitted by this Agreement) on the real property encumbered thereby such Required Mortgaged Premises and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent in connection therewith. If Further, if at any time any real property located in the United States Required Mortgaged Premises is pledged as Collateral hereunder, (iA) the Administrative Agent shall provide to the Lenders at least 60 forty-five (45) days’ prior written notice to the pledge of such real property as Collateral, (iiB) the applicable Loan Party each Lender shall deliver to Administrative Agent (for distribution provide to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special Borrower standard flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property)determination forms, (iiiC) if any property is located in a special flood hazard area, (x1) Administrative Agent each Lender shall deliver notice to 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 (y2) Borrower shall deliver to the Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lender.Protection

Liens on Real Property. In the event that the Borrower or any Guarantor owns fee simple title or hereafter acquires a fee interest in simple title to any real property with a fair market value (as reasonably determined in good faith by the Borrower) in excess of $10,000,0005,000,000 located in the United States, at the request of Administrative Agent in its sole discretion, Borrower shall, or the Borrower shall cause such Guarantor to, subject to the exceptions set forth in Section 4.2, (i) execute and deliver to the Administrative Agent a fully executed and notarized mortgage or deed of trust reasonably acceptable in form and substance to the Administrative Agent and the Borrower and otherwise in proper form for recording in all appropriate places in all applicable jurisdictions for the purpose of granting to Administrative the Collateral Agent (or a security trustee therefor) a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Transfer, Deposit Account LiabilityLiability and Foreign LCs (and Schedule 6.14(c) shall be deemed amended to include reference to such real property), shall (ii) pay all taxes, reasonable out-of-pocket costs, and reasonable out-of-pocket expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall (iii) supply to the Administrative Agent at the Borrower’s cost and expense expense, in each case if reasonably requested by the Administrative Agent (a) a survey, (b) an environmental reportreport (if obtained by the Borrower or any Subsidiary in connection with such acquisition), (c) a hazard insurance policy, (d) an appraisal report, (e) flood certifications with respect to all applicable real properties, (f) evidence of flood insurance with respect to each “flood hazard” property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors, (g) an ALTA (if available, and a otherwise customary) mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent insuring and (h) such other instruments, documents, certificates and opinions reasonably required by the Administrative Agent in connection therewith. Each of the items required pursuant to the foregoing clause (iii) shall be in form and substance reasonably satisfactory to Administrative Agent. Such title insurance policy shall be in such amounts, with extended coverage and shall contain such endorsements as reasonably requested by Administrative Agent and shall insure the validity of such the applicable mortgage or deed of trust against loss resulting from defects of title and its status as a first Lien (subject to Liens permitted by this AgreementPermitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent in connection therewith. If at any time any real property located in the United States is pledged as Collateral hereunder, (i) Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lenderthereby.

Liens on Real Property. In the event that the Borrower or any Guarantor Subsidiary owns or hereafter acquires a fee interest in any real property with a fair market value (as reasonably determined in good faith by property, the Borrower) in excess of $10,000,000, at the request of Administrative Agent in its sole discretion, Borrower shall, or shall cause such Guarantor Subsidiary to, execute and deliver to the Administrative Agent (or a security trustee therefor) a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent (or a security trustee therefor) a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account LiabilityObligation, shall pay all taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent at the Borrower’s cost and expense a survey, environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to the Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this AgreementPermitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. If at In the event that the Borrower or any time any Subsidiary presently leases or hereafter leases real property located in property, the United States is pledged as Collateral hereunderBorrower shall, or shall cause such Subsidiary, to the extent requested by the Administrative Agent: (i) to execute and deliver to the Administrative Agent shall provide (or a security trustee therefor) a leasehold mortgage or leasehold deed of trust acceptable in form and substance to the Lenders at least 60 days’ prior written notice Administrative Agent for the purpose of granting to the pledge of Administrative Agent a Lien on such real property as Collateralto secure the Obligation, (ii) to pay all taxes, costs, and expenses incurred by the applicable Loan Party shall deliver to Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to in recording such real property)leasehold mortgage or leasehold deed of trust, (iii) if any property is located in a special flood hazard area, (x) to deliver to the Administrative Agent shall deliver notice to Borrower as to the existence of a special flood hazard andsuch lessor and mortgagor consent, if applicablewaivers, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) Borrower shall deliver to Administrative Agent evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts other agreements 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 Administrative Agent to ensure its access to the Collateral and its rights under such leasehold mortgage or any Lenderleasehold deed of trust for such property, and (iv) and to deliver to the Administrative Agent shall not enter intosuch other instrument, accept or record any mortgage in respect of such real property until documents, certificates, and opinions reasonably required by the Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to Administrative Agent and each Lenderconnection therewith.

Liens on Real Property. In the event that Borrower or any Guarantor owns or hereafter acquires a fee interest in any real property with a fair market value (as reasonably determined in good faith by the Borrower) in excess of $10,000,000, at the request of Administrative Agent in its sole discretion, Borrower shall, or shall cause such Guarantor to, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the purpose of granting to Administrative Agent (or a security trustee therefor) a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, shall pay all taxes, costs, and expenses incurred by Administrative Agent in recording such mortgage or deed of trust, and shall supply to Administrative Agent at Borrower’s cost and expense a survey, environmental report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer acceptable to Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this Agreement) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent in connection therewith. If at any time any real property located in the United States is pledged as Collateral hereunder, (i) the Administrative Agent shall provide to the Lenders at least 60 days’ prior written notice to the pledge of such real property as Collateral, (ii) the applicable Loan Party shall deliver to the Administrative Agent (for distribution to the Lenders) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such real property), (iii) if any property is located in a special flood hazard area, (x) Administrative Agent shall deliver notice to 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) Borrower shall deliver to Administrative Agent 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 Administrative Agent or any Lender, and (iv) Administrative Agent shall not enter into, accept or record any mortgage in respect of such real property until the Administrative 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). If any real property located in the United States is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to the Administrative Agent and each Lender.