Common use of Liens on Real Property Clause in Contracts

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in the event that any Grantor hereafter acquires fee-owned real property having a fair market value in excess of $30 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), within 90 days following the acquisition thereof (or such longer period as to which the Administrative Agent may consent), the Borrower shall, or shall cause such Grantor to (i) execute and deliver to the 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 Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs and expenses incurred by the Collateral Agent in recording such Mortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or 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 delivery of an appraisal or other third-party valuation) of such Mortgaged Property, as reasonably determined by the Borrower in good faith and (ii) provide the Collateral Agent 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 duly executed by the Borrower and each applicable Grantor relating thereto).

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in In the event that Borrower or any Grantor Guarantor owns or hereafter acquires fee-owned a fee interest in any real property having with a fair market value (as reasonably determined in good faith by the Borrower) in excess of $30 million (as determined by 10,000,000, at the Borrower in good faith and without requirement request of delivery of an appraisal or other third-party valuation) (other than any Excluded Property), within 90 days following the acquisition thereof (or such longer period as to which the Administrative Agent may consent)in its sole discretion, the Borrower shall, or shall cause such Grantor to (i) Guarantor to, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the Collateral purpose of granting to Administrative 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 Deposit Account Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs taxes, costs, and expenses incurred by the Collateral Administrative Agent in recording such Mortgage; provided if 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 Mortgaged Property is in validity of such mortgage or deed of trust and its status as a jurisdiction that imposes a mortgage recording or similar tax first Lien (subject to Liens permitted by this Agreement) on the amount secured real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by such MortgageAdministrative Agent in connection therewith. If at any time any real property located in the United States is pledged as Collateral hereunder, then the amount secured by such Mortgage (i) Administrative Agent shall be limited provide to the fair market value (without requirement of delivery of an appraisal or other third-party valuation) Lenders at least 60 days’ prior written notice to the pledge of such Mortgaged Propertyreal property as Collateral, as reasonably determined by the Borrower in good faith and (ii) provide the Collateral applicable Loan Party shall deliver to Administrative Agent with (for distribution to the Lenders) 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 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 applicable Grantor relating thereto)Lender.

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in In the event that any Grantor Loan Party owns or hereafter acquires fee-owned any real property having a fair market value in excess of $30 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), within 90 no later than ninety (90) days following after (x) the Closing Date (in the case of any such real property owned as of the Closing Date) or (y) the date of the acquisition thereof (or in the case of after acquired real property) or, in either case, if later, the date the conditions in the immediately succeeding sentence have been satisfied (or, in any case, any such longer period later date as to which the Administrative Agent may consentdetermine in its reasonable discretion), the Borrower shall, or such Loan Party shall cause such Grantor to (i) execute and deliver to the Collateral Administrative Agent (or a security trustee therefor) a Mortgage, title policy, ALTA survey, if required by the title company issuing the title policy (mortgage or no-change affidavits deed of trust in connection with existing surveys), certificates of insurance evidencing the insurance required under this Agreement, form and opinions of counsel, in each case similar substance reasonably acceptable to the Mortgage, title policy, certificates of insurances and opinions of counsel delivered to the Collateral Administrative Agent pursuant to Schedule 6.24 for the purpose of granting to the Collateral Administrative Agent a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs Taxes, costs, and expenses incurred by the Collateral Administrative Agent in recording such Mortgagemortgage, debenture or deed of trust, and shall supply to the Administrative 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, 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 Permitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property 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 respect of such real property: (i) a completed flood hazard determination from a third party vendor; provided (ii) if the Mortgaged Property such real property is located in a jurisdiction that imposes Special Flood Hazard Area, (A) a mortgage recording or similar tax on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited notification to the fair market value Borrower (without requirement or applicable Loan Party) of delivery that fact and (if applicable) notification to the Borrower (or applicable Loan Party) that flood insurance coverage is not available and (B) evidence of an appraisal the receipt by the Borrower (or other third-party valuationapplicable Loan Party) of such Mortgaged Property, as reasonably determined by notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Loan Party) and flood insurance is available in good faith the community in which such real property is located, evidence of required flood insurance, and (iib) provide the Collateral Administrative Agent 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 shall have received written confirmation from the Lenders that flood hazard area status insurance due diligence and flood disaster assistance duly executed by the Borrower and each applicable Grantor relating theretoinsurance compliance has been completed (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period)Subject to Section 6.28 hereof, in the event that any Grantor Loan Party owns or hereafter acquires fee-owned any real property having a fair market value in excess of $30 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), within 90 days following the acquisition thereof (or such longer period as to which the Administrative Agent may consent), the Borrower shall, or Loan Party shall cause such Grantor to (i) execute and deliver to the Collateral Administrative Agent (or a security trustee therefor) a Mortgage, title policy, ALTA survey, if required by the title company issuing the title policy (mortgage or no-change affidavits deed of trust acceptable in connection with existing surveys), certificates of insurance evidencing the insurance required under this Agreement, form and opinions of counsel, in each case similar substance to the Mortgage, title policy, certificates of insurances and opinions of counsel delivered to the Collateral Administrative Agent pursuant to Schedule 6.24 for the purpose of granting to the Collateral Administrative Agent a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs Taxes, costs, and expenses incurred by the Collateral Administrative Agent in recording such Mortgage; provided mortgage or deed of trust, and shall supply to the Administrative 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 Mortgaged Property Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding anything to the contrary set forth herein, no Loan Party or the Administrative Agent shall enter into any Mortgage in respect of any real property acquired by any Loan Party after the Restatement Effective Date that is located in a jurisdiction “special flood hazard area” until (a) the Administrative Agent has received written confirmation that imposes a mortgage recording or similar tax on each Lender has completed all flood insurance due diligence and flood insurance compliance with respect to the amount secured by applicable real property subject to such Mortgage, then and (b) the amount secured by such Mortgage shall be limited date that is forty-five (45) days after the Administrative Agent has delivered to the fair market value (without requirement of delivery of an appraisal or other third-party valuation) Lenders the following documents in respect of such Mortgaged Property, as reasonably determined by the Borrower in good faith and real property: (i) a completed flood hazard determination from a third party vendor; (ii) provide if such real property is located in a “special flood hazard area”, (A) a notification to the Collateral Agent with a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination applicable Loan Parties of that fact and (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 each Mortgaged Property (together with a notice about special which flood hazard area status and insurance has been made available under applicable flood disaster assistance duly executed by the Borrower and each applicable Grantor relating thereto)laws.

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in In the event that the Borrower or any Grantor Subsidiary owns or hereafter acquires fee-owned any real property having a fair market value in excess of $30 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), within 90 days following the acquisition thereof (or such longer period as to which the Administrative Agent may consent)property, the Borrower shall, or shall cause such Grantor to (i) Subsidiary to, execute and deliver to the Collateral Administrative Agent (or a security trustee therefor) a Mortgage, title policy, ALTA survey, if required by the title company issuing the title policy (mortgage or no-change affidavits deed of trust acceptable in connection with existing surveys), certificates of insurance evidencing the insurance required under this Agreement, form and opinions of counsel, in each case similar substance to the Mortgage, title policy, certificates of insurances and opinions of counsel delivered to the Collateral Administrative Agent pursuant to Schedule 6.24 for the purpose of granting to the Collateral Administrative Agent a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs taxes, costs, and expenses incurred by the Collateral Administrative Agent in recording such Mortgage; provided if mortgage or deed of trust, and shall supply to the Mortgaged Property is in Administrative Agent at the Borrower’s cost and expense a jurisdiction that imposes 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 recording or similar tax deed of trust and its status as a first Lien (subject to Permitted Liens) on the amount secured real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. In the event that the Borrower or any Subsidiary presently leases or hereafter leases real property, the Borrower shall, or shall cause such MortgageSubsidiary, then the amount secured by such Mortgage shall be limited to the fair market value (without requirement of delivery of an appraisal or other third-party valuation) of such Mortgaged Property, as reasonably determined extent requested by the Borrower Administrative Agent: (i) to execute and deliver to the Administrative Agent (or a security trustee therefor) a leasehold mortgage or leasehold deed of trust acceptable in good faith form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, (ii) provide to pay all taxes, costs, and expenses incurred by the Administrative Agent in recording such leasehold mortgage or leasehold deed of trust, (iii) to deliver to the Administrative Agent such lessor and mortgagor consent, waivers, and other agreements as required by the Administrative Agent to ensure its access to the Collateral and its rights under such leasehold mortgage or leasehold deed of trust for such property, (iv) and to deliver to the Administrative Agent 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 such other instrument, documents, certificates, and flood disaster assistance duly executed opinions reasonably required by the Borrower and each applicable Grantor relating thereto)Administrative Agent in connection therewith.

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period)Date, in the event that any Grantor hereafter acquires fee-owned real property having a fair market value in excess of $30 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), within 90 days following the acquisition thereof (or such longer period as to which the Administrative Agent may consent), the Borrower shall, or shall cause such Grantor to (i) execute and deliver to the 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, 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 Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs and expenses incurred by the Collateral Agent in recording such Mortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or 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 delivery of an appraisal or other third-party valuation) of such Mortgaged Property, as reasonably determined by the Borrower in good faith and (ii) provide the Collateral Agent 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 duly executed by the Borrower and each applicable Grantor relating thereto).

Liens on Real Property. After In the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period)event that the Borrower or any Guarantor owns or hereafter acquires any real property which, in the event that any Grantor case of hereafter acquires fee-owned real acquired property having (a) has a fair market value in excess of greater than $30 million 1,000,000, or (as determined by b) is contiguous to the Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuation) (other than any Excluded Property), within 90 days following the acquisition thereof (Borrower’s or such longer period as to which the Administrative Agent may consent)Guarantor’s operations and has a fair market value greater than $500,000, the Borrower shall, or shall cause such Grantor to Guarantor to: (i) execute and deliver to the Collateral 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) for the purpose of granting to the Administrative 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 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 Liability, and Deposit Account Liability and Data Processing Obligations and shall Liability; (ii) pay all taxes and reasonable costs taxes, costs, and expenses incurred by the Collateral Administrative Agent in recording such Mortgagemortgage or deed of trust; provided and (iii) supply to the Administrative Agent, at the Borrower’s cost and expense, a survey, environmental report, hazard insurance policy, appraisal report, flood hazard determination certificates (and, if the Mortgaged Property applicable, evidence of flood insurance that is in compliance with applicable law), and a jurisdiction that imposes mortgagee’s policy of title insurance from 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 mortgage recording or similar tax first Lien (subject to Liens permitted by this Agreement) on the amount secured real property encumbered thereby and otherwise in form and substance acceptable to Administrative Agent and such other instruments, documents, certificates, and opinions reasonably required by such Mortgagethe Administrative Agent in connection therewith. The Lenders acknowledge that Carolina Starches, then the amount secured by such Mortgage LLC and Penford Carolina, LLC shall not be limited required to grant mortgages to the fair market value (without requirement Administrative Agent in respect of delivery of an appraisal or other third-party valuation) of such Mortgaged Property, as reasonably determined the real property owned and/or leased by them on the Borrower in good faith and (ii) provide the Collateral Agent 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 duly executed by the Borrower and each applicable Grantor relating thereto)Closing Date.

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in In the event that Borrower or any Grantor Guarantor owns or hereafter acquires fee-owned a fee interest in any real property having with a fair market value (as reasonably determined in good faith by the Borrower) in excess of $30 million (as determined by 10,000,000, at the Borrower in good faith and without requirement request of delivery of an appraisal or other third-party valuation) (other than any Excluded Property), within 90 days following the acquisition thereof (or such longer period as to which the Administrative Agent may consent)in its sole discretion, the Borrower shall, or shall cause such Grantor to (i) Guarantor to, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the Collateral purpose of granting to Administrative 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 Deposit Account Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs taxes, costs, and expenses incurred by the Collateral Administrative Agent in recording such Mortgage; provided if 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 Mortgaged Property is in validity of such mortgage or deed of trust and its status as a jurisdiction that imposes a mortgage recording or similar tax first Lien (subject to Liens permitted by this Agreement) on the amount secured real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by such MortgageAdministrative Agent in connection therewith. If at any time any real property located in the United States is pledged as Collateral hereunder, then (i) the amount secured by such Mortgage Administrative Agent shall be limited provide to the fair market value (without requirement of delivery of an appraisal or other third-party valuation) Lenders at least 60 days’ prior written notice to the pledge of such Mortgaged Propertyreal property as Collateral, as reasonably determined by the Borrower in good faith and (ii) provide the Collateral applicable Loan Party shall deliver to the Administrative Agent with (for distribution to the Lenders) 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 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 applicable Grantor relating thereto)Lender.

Liens on Real Property. After The Obligations shall be secured by a valid and enforceable first priority Lien on the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in Required Mortgaged Premises pursuant to the Mortgages. In the event that Borrower or any Grantor Subsidiary owns or hereafter acquires fee-owned real property having a fair market value in excess of $30 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)Required Mortgaged Premises, within 90 days following the acquisition thereof (or such longer period as to which the Administrative Agent may consent), the Borrower shall, or shall cause such Grantor to (i) Subsidiary to, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the Collateral purpose of granting to Administrative Agent for the benefit of the Lenders (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 Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs Taxes, costs, and expenses incurred by the Collateral Administrative Agent in recording such Mortgage; provided 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 such Required Mortgaged Premises and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent in connection therewith. Further, if at any time any Required Mortgaged Premises is pledged as Collateral hereunder, (A) the Mortgaged Property Administrative Agent shall provide to the Lenders at least forty-five (45) days’ prior written notice to the pledge of such real property as Collateral, (B) each Lender shall provide to the Borrower standard flood hazard determination forms, (C) if any property is located in a jurisdiction that imposes a mortgage recording or 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 delivery of an appraisal or other third-party valuation) of such Mortgaged Property, as reasonably determined by the Borrower in good faith and (ii) provide the Collateral Agent 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 duly executed by area, (1) 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 (2) Borrower shall deliver to the Administrative Agent evidence of applicable flood insurance, if available, in each applicable Grantor relating thereto).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

Liens on Real Property. After the Escrow Release Closing Date (other than during a Collateral and Guarantee Suspension Period)until the occurrence of the Assumption, in the event that any Grantor hereafter acquires fee-owned real property having a fair market value in excess of $30 million (as determined by the Borrower Parent in good faith and without requirement of delivery of an appraisal or other third-party valuation) (other than any Excluded Property), within 90 days following the acquisition thereof (or such longer period as to which the Administrative Agent may consent), the Borrower Parent shall, or shall cause such Grantor to (i) execute and deliver to the 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, 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 Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs and expenses incurred by the Collateral Agent in recording such Mortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or 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 delivery of an appraisal or other third-party valuation) of such Mortgaged Property, as reasonably determined by the Borrower Parent in good faith and (ii) provide the Collateral Agent 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 duly executed by the Borrower Parent and each applicable Grantor relating thereto).

Liens on Real Property. After The Obligations shall be secured by a valid and enforceable first priority Lien on the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in Required Mortgaged Premises pursuant to the Mortgages. In the event that Borrower or any Grantor Subsidiary owns or hereafter acquires fee-owned real property having a fair market value in excess of $30 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)Required Mortgaged Premises, within 90 days following the acquisition thereof (or such longer period as to which the Administrative Agent may consent), the Borrower shall, or shall cause such Grantor to (i) Subsidiary to, execute and deliver to Administrative Agent a mortgage or deed of trust acceptable in form and substance to Administrative Agent for the Collateral purpose of granting to Administrative Agent for the benefit of the Lenders (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 Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs Taxes, costs, and expenses incurred by the Collateral Administrative Agent in recording such Mortgage; provided 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 such Required Mortgaged Premises and such other instrument, documents, certificates, and opinions reasonably required by Administrative Agent in connection therewith. Further, if at any time any Required Mortgaged Premises is pledged as Collateral hereunder, (A) the Mortgaged Property Administrative Agent shall provide to the Lenders at least forty-five (45) days’ prior written notice to the pledge of such real property as Collateral, (B) each Lender shall provide to the Borrower standard flood hazard determination forms, (C) if any property is located in a jurisdiction special flood hazard area, (1) 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 (2) 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 (D) 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 imposes a mortgage recording or similar tax on the amount secured flood insurance compliance has been completed by such Mortgage, then the amount secured by such Mortgage shall be limited to the fair market value (without requirement of delivery of an appraisal or other third-party valuation) of such Mortgaged Property, as reasonably determined by the Borrower in good faith and (ii) provide the Collateral Agent with a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination Lender with respect to each such real property (such written confirmation not to be unreasonably withheld or delayed). If any Required Mortgaged Property (together with a notice about special Premises is pledged as Collateral hereunder, any increase, extension or renewal of this Agreement shall be subject to flood hazard area status insurance due diligence and flood disaster assistance duly executed by insurance compliance reasonably satisfactory to the Borrower Administrative Agent and each applicable Grantor relating thereto)Lender.

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in In the event that Borrower or any Grantor Guarantor owns or hereafter acquires fee-owned any real property having with a fair market book value in excess of $30 million (as determined by the Borrower in good faith and without requirement of delivery of an appraisal 3,000,000 or other third-party valuation) (other than any Excluded Property)more, within 90 days following the acquisition thereof (or such longer period as to which the Administrative Agent may consent), the Borrower shall, or shall cause such Grantor Guarantor to, provide notice thereof to the Administrative Agent and, upon (iand 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 Collateral purpose of granting to Administrative 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 Deposit Account Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs Taxes, costs, and expenses incurred by the Collateral Administrative Agent in recording such Mortgage; provided if mortgage or deed of trust, and shall supply to Administrative Agent (which shall supply the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or similar tax on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited same to the fair market value (without requirement of delivery of an Lenders) at Borrower’s cost and expense a survey, environmental report, hazard insurance policy, appraisal or other third-party valuation) of such Mortgaged Propertyreport, as reasonably determined by the Borrower in good faith and (ii) provide the Collateral Agent with a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property such real property location in the United States (together with a notice about special flood hazard area status and flood disaster assistance assistance, which, if applicable, shall be duly executed by the Borrower 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 each applicable Grantor relating thereto)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; provided that any such mortgage or deed of trust shall not be executed and delivered until the Lenders have been provided an opportunity to review any such flood documentation referred to above and to confirm (in their reasonable discretion) that such documentation complies with such Lender’s internal requirements.

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in In the event that Borrower or any Grantor Guarantor owns or hereafter acquires fee-owned any real property having with a fair market book value in excess of $30 million (as determined by the Borrower in good faith and without requirement of delivery of an appraisal 3,000,000 or other third-party valuation) (other than any Excluded Property)more, within 90 days following the acquisition thereof (or such longer period as to which the Administrative Agent may consent), the Borrower shall, or shall cause such Grantor Guarantor to, provide notice thereof to the Administrative Agent and, upon (iand 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 Collateral purpose of granting to Administrative 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 Deposit Account Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs Taxes, costs, and expenses incurred by the Collateral 739016937 20664705 Administrative Agent in recording such Mortgage; provided if mortgage or deed of trust, and shall supply to Administrative Agent (which shall supply the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or similar tax on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited same to the fair market value (without requirement of delivery of an Lenders) at Borrower’s cost and expense a survey, environmental report, hazard insurance policy, appraisal or other third-party valuation) of such Mortgaged Propertyreport, as reasonably determined by the Borrower in good faith and (ii) provide the Collateral Agent with a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property such real property location in the United States (together with a notice about special flood hazard area status and flood disaster assistance assistance, which, if applicable, shall be duly executed by the Borrower 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 each applicable Grantor relating thereto)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; provided that any such mortgage or deed of trust shall not be executed and delivered until the Lenders have been provided an opportunity to review any such flood documentation referred to above and to confirm (in their reasonable discretion) that such documentation complies with such Lender’s internal requirements.

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in In the event that STA Holdings, the Borrower, a Canadian Borrower, or any Grantor Subsidiary hereafter acquires fee-any owned real property having with a fair market value in excess of $30 million 1,000,000 (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 Propertyits equivalent), within 90 days following STA Holdings or the acquisition thereof (or such longer period Borrower, as to which the Administrative Agent may consent)applicable, the Borrower shall, or shall cause such Grantor to (i) Subsidiary to, execute and deliver to the Collateral Administrative Agent (or a security trustee therefor) a Mortgage, title policy, ALTA survey, if required by the title company issuing the title policy (mortgage or no-change affidavits deed of trust reasonably acceptable in connection with existing surveys), certificates of insurance evidencing the insurance required under this Agreement, form and opinions of counsel, in each case similar substance to the Mortgage, title policy, certificates of insurances and opinions of counsel delivered to the Collateral Administrative Agent pursuant to Schedule 6.24 for the purpose of granting to the Collateral Administrative Agent for the benefit of itself, the Lenders, the L/C Issuer, the Canadian L/C Issuer and the Note Holders a Lien on such real property to secure the Obligations, Hedging Liability, and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations and the Note Purchase Agreement Obligations; provided that if at any time the aggregate fair market value of all real estate owned by STA Holdings, the Borrower and the Subsidiaries for which no mortgage or deed of trust has been delivered to the Administrative Agent exceeds $5,000,000, then STA Holdings, the applicable Canadian Borrower, or the Borrower shall, or shall cause a Subsidiary to, deliver a mortgage as deed of trust on the real estate with the highest fair market value(s) until the fair market value of the unencumbered real estate is lower than $5,000,000. STA Holdings, the Borrower, the applicable Canadian Borrower, or the applicable Subsidiary shall pay all taxes taxes, costs and reasonable costs and expenses incurred by the Collateral Administrative Agent in recording such Mortgage; provided if mortgage or deed of trust, and shall within 60 days after the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or 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 delivery of an appraisal or other third-party valuation) acquisition of such Mortgaged Property, as reasonably determined by real property (or within 60 days after the Borrower in good faith and (ii) provide the Collateral Agent with a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination Closing Date with respect to each Mortgaged Property real property owned on such date), supply to the Administrative Agent at the Borrower’s cost and expense a survey, hazard insurance policy, 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 (together with a notice about special flood hazard area status subject to Liens permitted by this Agreement) on the real property encumbered thereby and flood disaster assistance duly executed such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. For greater certainty, all Liens granted by a Canadian Borrower, its Subsidiaries or any parent entity of a Canadian Borrower organized under the laws of Canada shall only secure the Obligations owing to the Administrative Agent, the Canadian Lenders and each applicable Grantor relating thereto)the Canadian L/C Issuer in respect of the Obligations owing by the Canadian Borrowers.

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period)Subject to Section 6.28 hereof, in the event that any Grantor Loan Party owns or hereafter acquires fee-owned any real property having a fair market value in excess of $30 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), within 90 days following the acquisition thereof (or such longer period as to which the Administrative Agent may consent), the Borrower shall, or Loan Party shall cause such Grantor to (i) execute and deliver to the Collateral Administrative Agent (or a security trustee therefor) a Mortgage, title policy, ALTA survey, if required by the title company issuing the title policy (mortgage or no-change affidavits deed of trust acceptable in connection with existing surveys), certificates of insurance evidencing the insurance required under this Agreement, form and opinions of counsel, in each case similar substance to the Mortgage, title policy, certificates of insurances and opinions of counsel delivered to the Collateral Administrative Agent pursuant to Schedule 6.24 for the purpose of granting to the Collateral Administrative Agent a Lien on such real property to secure the Secured Obligations, Hedging Liability, and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs Taxes, costs, and expenses incurred by the Collateral Administrative Agent in recording such Mortgage; provided mortgage or deed of trust, and shall supply to the Administrative 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 Mortgaged Property Administrative Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted Liens) on the real property encumbered thereby and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith. Notwithstanding anything to the contrary set forth herein, no Loan Party or the Administrative Agent shall enter into any Mortgage in respect of any real property acquired by any Loan Party after the Closing Date that is located in a jurisdiction “special flood hazard area” until (a) the Administrative Agent has received written confirmation that imposes a mortgage recording or similar tax on each Lender has completed all flood insurance due diligence and flood insurance compliance with respect to the amount secured by applicable real property subject to such Mortgage, then and (b) the amount secured by such Mortgage shall be limited date that is forty-five (45) days after the Administrative Agent has delivered to the fair market value (without requirement of delivery of an appraisal or other third-party valuation) Lenders the following documents in respect of such Mortgaged Property, as reasonably determined by the Borrower in good faith and real property: (i) a completed flood hazard determination from a third party vendor; (ii) provide if such real property is located in a “special flood hazard area”, (A) a notification to the Collateral Agent with a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination applicable Loan Parties of that fact and (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 each Mortgaged Property (together with a notice about special which flood hazard area status and insurance has been made available under applicable flood disaster assistance duly executed by the Borrower and each applicable Grantor relating thereto)laws.

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in In the event that the Borrower or any Grantor Guarantor owns or hereafter acquires fee-owned any real property having a fair market value (except in excess of $30 million (as determined by the case where such real property is acquired after the Closing Date which the Borrower or such Guarantor intends to dispose of in good faith a sale and without requirement of delivery of an appraisal or other third-party valuationleaseback transaction permitted by Section 8.10(h) provided that such sale and leaseback transaction is completed within five (other than any Excluded Property), within 90 days following the acquisition thereof 5) Business Days (or such longer period as reasonably acceptable to which the Administrative Agent) following the acquisition of such real property and the Borrower delivers to the Administrative Agent may consentnot 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 Grantor to (i) Guarantor to, execute and deliver to the Collateral 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 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 Deposit Account Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs taxes, costs, and expenses incurred by the Collateral Administrative Agent in recording such Mortgage; provided if mortgage or deed of trust, and shall supply to the Mortgaged Property is Administrative Agent, to the extent required by the Administrative Agent in its reasonable discretion, at the Borrower’s cost and expense a jurisdiction that imposes 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 recording or similar tax deed of trust and its status as a first Lien (subject to Liens permitted by this Agreement) on the amount secured by real property encumbered thereby and such Mortgageother instrument, then the amount secured by such Mortgage shall be limited to the fair market value (without requirement of delivery of an appraisal or other third-party valuation) of such Mortgaged Propertydocuments, as certificates, and opinions reasonably determined required by the Borrower Administrative Agent in good faith and (ii) provide the Collateral Agent 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 duly executed by the Borrower and each applicable Grantor relating thereto)connection therewith.

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in the event that any Grantor hereafter acquires fee-owned real property having a fair market value in excess of $30 million (as determined by the Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuationA) (other than any Excluded Property), within Within 90 days following the acquisition thereof ---------------------- Restatement Effective Date, the Collateral Agent shall have received: (i) fully executed counterparts of mortgages, deeds of trust or such longer period as deeds to which secure debt, in each case in form and substance reasonably satisfactory to the Administrative Agent may consent(the "Mortgages"), which Mortgages shall cover such of the Borrower shallReal Property owned or leased by the Credit Parties (after giving effect to the occurrence of the Restatement Effective Date) as shall be designated on Schedule 6.09 (together with any Real Property designated pursuant to paragraph (B) of this Section 7.15, or shall cause such Grantor the "Mortgaged ------------- ------------ Properties"), together with evidence that counterparts of the Mortgages have been delivered to (i) execute the title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or, in the reasonable opinion of the Administrative Agent, desirable, to effectively create a valid and deliver to enforceable first priority mortgage lien on each Mortgaged Property in favor of the Collateral Agent (or a security such other trustee thereforas may be required or desirable under local law) for the benefit of the Lenders and the Collateral Agent; (ii) a Mortgage, title policy, ALTA survey, if required by the title company issuing the title mortgagee policy (or no-change affidavits a binding commitment with respect thereto) on each such Mortgaged Property (the "Mortgage Policies") issued by a title insurer reasonably satisfactory to the Administrative Agent in connection with existing surveys)amounts reasonably satisfactory to the Administrative Agent assuring the Administrative Agent that the Mortgages on such Mortgaged Properties are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, certificates free and clear of insurance evidencing all defects and encumbrances except Permitted Encumbrances related thereto and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the insurance required Administrative Agent, and shall include, as appropriate, an endorsement for future advances under this Agreement, the Revolving Notes and opinions of counselthe Term Notes, shall not include an exception for mechanics' liens, shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request and shall provide for any other matter that the Administrative Agent may reasonably request; (iii) a recent survey, in each case similar form and substance reasonably satisfactory to the MortgageAdministrative Agent, 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 Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs and expenses incurred by the Collateral Agent in recording such Mortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or 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 delivery of an appraisal or other third-party valuation) of each such Mortgaged Property, as certified by a licensed professional surveyor reasonably determined by satisfactory to the Borrower in good faith and Administrative Agent; (iiiv) provide one or more opinions of counsel reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent with and each of the Lenders, from such counsel reasonably satisfactory to the Administrative Agent as the Administrative Agent may reasonably request, which opinions shall cover certain of the matters (but not title or lien priority) relating to the security interests granted pursuant to the Mortgages and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request; and (v) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination landlord lien waiver with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by Leasehold of the Borrower and each applicable Grantor relating thereto)its Domestic Subsidiaries as set forth on Schedule 6.09, which landlord lien waivers shall be in form and substance reasonably satisfactory to the Administrative Agent.

Liens on Real Property. After the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period), in In the event that the Borrower or any Grantor Guarantor owns fee simple title or hereafter acquires fee-owned fee simple title to any real property having with a fair market value in excess of $30 million (as determined by 5,000,000 located in the Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuation) (other than any Excluded Property), within 90 days following the acquisition thereof (or such longer period as to which the Administrative Agent may consent)United States, the Borrower shall, or the Borrower shall cause such Grantor 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 the 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 LiabilityTransfer, Deposit Account Liability and Data Processing Obligations Foreign LCs (and Schedule 6.14(c) shall be deemed amended to include reference to such real property), (ii) pay all taxes taxes, reasonable out-of-pocket costs, and reasonable costs and out-of-pocket expenses incurred by the Collateral Administrative Agent in recording such Mortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or similar tax on the amount secured by such Mortgagedeed of trust, then the amount secured by such Mortgage shall be limited and (iii) supply to the fair market value Administrative Agent at the Borrower’s cost and expense, in each case if reasonably requested by the Administrative Agent (without requirement of delivery of a) a survey, (b) an appraisal or other third-party valuation) of such Mortgaged Property, as reasonably determined environmental report (if obtained by the Borrower or any Subsidiary in good faith and connection with such acquisition), (iic) provide the Collateral Agent a hazard insurance policy, (d) an appraisal report, (e) flood certifications with a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination respect to all applicable real properties, (f) evidence of flood insurance with respect to each Mortgaged Property “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, (together with g) an ALTA (if available, and otherwise customary) mortgagee’s policy of title insurance from a notice about special flood hazard area status title insurer reasonably acceptable to the Administrative Agent and flood disaster assistance duly executed (h) such other instruments, documents, certificates and opinions reasonably required by the Borrower Administrative Agent in connection therewith. Each of the items required pursuant to the foregoing clause (iii) shall be in form and each 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 the applicable Grantor relating thereto)mortgage or deed of trust against loss resulting from defects of title and its status as a first Lien (subject to Permitted Liens) on the real property encumbered thereby.

Liens on Real Property. After the Escrow Release Amendment No. 2 Effective Date (other than during a Collateral and Guarantee Suspension Period), in the event that (i) any Grantor hereafter acquires fee-owned real property having a fair market value in excess of $30 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, within 90 days following the acquisition thereof or the date the Great Oaks Property ceases to constitute an Excluded Property, as applicable (or or, in each case, such longer period as to which the Administrative Agent may consent), the Lead Borrower shall, or shall cause such Grantor to (i) execute and deliver to the 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 policy, ALTA survey, if required by the title company issuing the title insurance policy (or no-change affidavits 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 connection with existing surveysthe 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, 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 Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs and expenses incurred by the Collateral Agent in recording such Mortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or 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 delivery of an appraisal or other third-party valuation) of such Mortgaged Property, as reasonably determined by the Lead Borrower in good faith and (ii) provide the Collateral Agent 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 duly executed by the Borrower and each applicable Grantor relating thereto)faith.

Liens on Real Property. After the Escrow Release Amendment No. 2 Effective Date (other than during a Collateral and Guarantee Suspension Period), in the event that (i) any Grantor hereafter acquires fee-owned real property having a fair market value in excess of $30 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, within 90 days following the acquisition thereof or the date the Great Oaks Property ceases to constitute an Excluded Property, as applicable (or or, in each case, such longer period as to which the Administrative Agent may consent), the Borrower shall, or shall cause such Grantor to (i) execute and deliver to the 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 policy, ALTA survey, if required by the title company issuing the title insurance policy (or no-change affidavits 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 connection with existing surveysthe 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, 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 Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs and expenses incurred by the Collateral Agent in recording such Mortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or 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 delivery of an appraisal or other third-party valuation) of such Mortgaged Property, as reasonably determined by the Borrower in good faith and (ii) provide the Collateral Agent 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 duly executed by the Borrower and each applicable Grantor relating thereto)faith.

Liens on Real Property. After Subject to the Escrow Release Date (other than during a Collateral and Guarantee Suspension Period)Agreed Security Principles, in the event that any Grantor Borrower or any other Loan Party owns or hereafter acquires fee-owned real property having a fair market value fee interest in excess of any Premises valued at more than $30 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), within 90 days following the acquisition thereof (or such longer period as to 5,000,000 which the Administrative Agent may consent), determines (on its own or at the direction of the Required Lenders) shall be subject to the Lien of a Mortgage: (a) such Borrower shall, or shall cause such Grantor to (i) other Loan Party to, execute and deliver to the Collateral Administrative 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 Mortgage acceptable in connection with existing surveys), certificates of insurance evidencing the insurance required under this Agreement, form and opinions of counsel, in each case similar substance to the Mortgage, title policy, certificates of insurances and opinions of counsel delivered to the Collateral Administrative Agent pursuant to Schedule 6.24 for the purpose of granting to the Collateral Administrative Agent a Lien on such real property Premises to secure the Secured Obligations, Hedging Liability, and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations and shall pay all taxes and reasonable costs taxes, costs, and expenses incurred by the Collateral Administrative Agent in recording such Mortgage; provided if the Mortgaged Property is in a jurisdiction that imposes a mortgage recording or similar tax on the amount secured by such Mortgage, then the amount secured by such Mortgage and shall be limited supply to the fair market value (without requirement of delivery of an appraisal or other third-party valuation) of such Mortgaged Property, Administrative Agent at the Borrowers’ cost and expense as reasonably determined by the Borrower in good faith and (ii) provide the Collateral Agent with a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with Premises, a notice about survey, environmental report, special flood hazard area status determination form, insurance policy (including flood insurance, if required), appraisal report, local counsel opinion and flood disaster assistance duly executed a mortgagee policy of title insurance, each of which conforms to the specifications set forth in Section 3.2, and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith, and (b) if such Premises is a leasehold interest, such Borrower shall, or shall cause such other Loan Party to, in addition to the requirements set forth in (a), at all times pay, when and each applicable Grantor relating thereto)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 leases and keep them in full force and effect and, at Administrative Agent’s reasonable request, will provide evidence of having done so. In addition, such Borrower shall, or shall cause such other Loan Party to obtain a landlord’s consent agreement from the landlord of such Premises, which agreement shall contain landlord’s consent to a leasehold Mortgage on the Premises in a form reasonably acceptable to the Administrative Agent.