Common use of Liens on Real Property Clause in Contracts

Liens on Real Property. In the event that any Borrower or any Subsidiary owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by the Administrative Agent and, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or shall cause such 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), a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Bank Product Liability, shall pay all Taxes, 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, if required by the Administrative Agent in its sole discretion, supply to the Administrative Agent at such Borrower’s cost and expense a survey, environmental report, hazard insurance policy, 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 Permitted 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.

Liens on Real Property. In the event that (i) any Borrower or any Subsidiary Guarantor owns or hereafter acquires (a) a any fee interest in any owned real property with a fair market value in excess of $500,000, or (bii) a leasehold interest in any the aggregate fair market value of which when aggregated with the fair market value of all other fee owned real property deemed to be material owned by the Administrative Agent andBorrowers and the Guarantors not subject to a mortgage or deed of trust as described in this Section 4.4, in either caseat any time exceeds $1,000,000, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower the Borrowers shall, or shall cause such Subsidiary Guarantor 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), a mortgage or deed of trust 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 Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Bank Product LiabilityObligations, shall pay all Taxesmortgage recording taxes, 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, if required by the Administrative Agent in its sole discretion, shall supply to the Administrative Agent at such Borrower’s the Borrowers’ cost and expense a survey, “Phase I” environmental reportreport (at the reasonable request of the Administrative Agent with respect to such newly acquired real property), 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 Permitted LiensLiens permitted by this Agreement and the other Loan Documents) 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.

Liens on Real Property. In the event that any Borrower or any Subsidiary Loan Party owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by other than Excluded Property), such Loan Party shall promptly notify the Lenders and the Administrative Agent and, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or and shall cause such 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), a mortgage or deed of trust acceptable in form and reasonably 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 Secured Obligations, Hedging Liability, and 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, if required by the Administrative Agent in its sole discretion, shall supply to the Administrative Agent at such the Borrower’s cost and expense expense, to the extent requested by the Administrative Agent, a survey, 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 Permitted LiensLiens permitted by this Agreement) 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; provided, however, that no such Mortgage shall be recorded prior to the later of: (i) to the extent no Event of Default has occurred and is continuing, the date that is forty-five (45) days after the date on which the Administrative Agent or the Borrower delivered notice to the Lenders of such Mortgage (or such earlier date as may be agreed to by the Lenders) and (ii) the date on which the Administrative Agent has received confirmation from all of the Lenders that its respective flood insurance due diligence and flood insurance compliance, if any, has been completed with respect to the applicable Premises (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Liens on Real Property. In the event that any Borrower or any Subsidiary Loan Party owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by other than the Administrative Agent and, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1Excluded Real Property), such Borrower shall, or Loan Party shall cause such 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), 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), for its benefit and the benefit of the Lenders, a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and 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, if required by the Administrative Agent in its sole discretion, shall supply to the Administrative Agent at such Borrower’s the Borrowers’ cost and expense a survey, environmental report, hazard insurance policy, and appraisal report, 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 Permitted LiensLiens permitted by this Agreement) on the applicable Borrower’s or Subsidiary’s interest in the real property encumbered thereby thereby, a life-of-loan flood hazard determination and, if the real estate is located in a flood plain, an acknowledged notice to borrower and flood insurance in an amount, with endorsements and by an insurer acceptable to the Administrative Agent, and such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewiththerewith including, without limitation, those required under applicable law; provided, however, that in no event, will the Borrowers be required to grant a mortgage or deed of trust with respect to the real estate referred to in clause (a) of the definition of Excluded Real Estate.

Liens on Real Property. In the event that any the Borrower or any Subsidiary owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by property, the Administrative Agent and, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or shall cause such 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), a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Bank Product 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 (other than with respect to any real property used solely in connection with the Pipeline and Transportation Systems) shall, if required by the Administrative Agent in its sole discretion, shall supply to the Administrative Agent at such 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 Permitted 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. In the event that the Borrower or any Subsidiary presently leases or hereafter leases real property, the Borrower shall, or shall cause such Subsidiary, to the extent requested by the 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 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) 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 such other instrument, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.

Liens on Real Property. (a) In the event that any Borrower or any Subsidiary Guarantor owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by the Administrative Agent and, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or shall cause such 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), a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Bank Product Liability, shall pay all Taxes, 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) shallshall (i), 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 (ii), if required by the Administrative Agent in its sole discretion, supply to the Administrative Agent at such Borrower’s cost and expense a survey, environmental report, hazard insurance policy, 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 Permitted 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. (b) Notwithstanding the foregoing, the Administrative Agent shall not enter into any mortgage or deed of trust in respect of any real property acquired by any Borrower or any Guarantor after the Restatement Effective Date until the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance in respect of such additional real property has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). If any Lender has not informed the Administrative Agent and the Borrowers’ Agent of any outstanding flood diligence requirements or that its flood diligence has not been completed in respect of such additional real property by the date that is thirty (30) days after the date on which the Administrative Agent made available 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; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrowers’ Agent of that fact and (if applicable) notification to the Borrowers’ Agent that flood insurance coverage is not available and (B) evidence of the receipt by the Borrowers’ Agent of such notice; and (iii) if such notice is required to be provided to the Borrowers’ Agent and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, which shall be 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 Agent or any Lender, with respect such real property, such Lender will be deemed to have completed its flood insurance due diligence and flood insurance compliance and to have consented to such mortgage or deed of trust.

Liens on Real Property. In the event that any Borrower or any Subsidiary owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by the Administrative Agent andproperty, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or shall cause such Subsidiary to, (i) with respect to the property set forth at clause (a), execute and deliver to the Administrative Collateral 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), a mortgage or deed of trust acceptable in form and substance to the Administrative Collateral Agent for the purpose of granting to the Administrative Collateral 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 Bank Product Liability, shall pay all Taxestaxes, costs, and expenses incurred by the Administrative Collateral 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, if required by the Administrative Agent in its sole discretion, shall supply to the Administrative Collateral 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 Collateral Agent insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted LiensLiens expressly permitted by this Agreement) 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 Collateral Agent in connection therewith; provided, however, that Borrower and its Subsidiaries shall not be required to gxxxx x Xxxx to Collateral Agent on real properties owned by Borrower and its Subsidiaries having a value of less than $100,000 in the aggregate for all such real properties owned by Borrower and its Subsidiaries.

Liens on Real Property. In the event that any Borrower or any Subsidiary Guarantor owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by the Administrative Agent and, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or shall cause such 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), a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Bank Product Liability, shall pay all Taxes, 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) shallshall (i), 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 (ii), if required by the Administrative Agent in its sole discretion, supply to the Administrative Agent at such Borrower’s cost and expense a survey, environmental report, hazard insurance policy, 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 Permitted 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.

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 (i) any Borrower or any Subsidiary owns or Grantor hereafter acquires (a) a fee interest in any 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 (bii) a leasehold interest 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, in any real property deemed each case, such longer period as to be material by which the Administrative Agent andmay consent), in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such the Borrower shall, or shall cause such 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 Grantor to execute and deliver to the 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 or deed lien under the laws of trust acceptable 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 Administrative Collateral Agent a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Bank Product Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations and shall pay all Taxes, costs, taxes and reasonable costs and expenses incurred by the Administrative 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 trustdelivery of an appraisal or other third-party valuation) of such Mortgaged Property, and (other than with respect to any real property used solely in connection with the Pipeline and Transportation Systems) shall, if required as reasonably determined by the Administrative Agent Borrower in its sole discretion, supply to the Administrative Agent at such Borrower’s cost and expense a survey, environmental report, hazard insurance policy, 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 Permitted 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 therewithgood faith.

Liens on Real Property. In the event that any the Borrower or any Subsidiary Guarantor owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest except in any the case where such real property deemed is acquired after the Closing Date which the Borrower or such Guarantor intends to be material dispose of in a sale and leaseback transaction permitted by Section 8.10(h) provided that (i) the Borrower delivers to the Administrative Agent and, in either case, is required to xxxxx x xxxx on not later than the date of such property acquisition an executed copy of the transaction document(s) pursuant to Section 4.1which such sale and leaseback transaction is to occur and (ii) such sale and leaseback transaction is completed within five (5) business days following the acquisition of such real property) , such the Borrower shall, or shall cause such Subsidiary Guarantor 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), 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 Bank Product 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 (other than with respect shall supply to any real property used solely in connection with the Pipeline and Transportation Systems) shallAdministrative Agent, if to the extent required by the Administrative Agent in its sole reasonable discretion, supply to at 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 Permitted LiensLiens permitted by this Agreement) 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.

Liens on Real Property. In the event that any the Borrower or any Subsidiary Guarantor owns or hereafter acquires any real property which, in the case of hereafter acquired property (a) has a fee interest in any real property fair market value greater than $1,000,000, or (b) is contiguous to the Borrower’s or such Guarantor’s operations and has a leasehold interest in any real property deemed to be material by fair market value greater than $500,000, the Administrative Agent and, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or shall cause such Subsidiary Guarantor 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), 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 Bank Product 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 (other than with respect to any real property used solely in connection with the Pipeline and Transportation Systems) shall, if required by the Administrative Agent in its sole discretion, shall supply to the Administrative Agent at such 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 Permitted LiensLiens permitted by this Agreement) 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. The Lenders acknowledge that Carolina Starches, LLC and Penford Carolina, LLC shall not be required to grant mortgages to the Administrative Agent in the real property owned by them on the Closing Date.

Liens on Real Property. (a) In the event that any Borrower or any Subsidiary Guarantor owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by the Administrative Agent and, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or shall cause such 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 a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Bank Product Liability, shall pay all Taxes, 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) shallshall (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 discretiondiscretion (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, 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 Permitted 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. (b) Each of the parties hereto acknowledges and agrees that, in respect of any real property acquired by any Borrower or any Guarantor after the Restatement Effective Date that is agreed to be made subject to a Lien in favor of the Administrative Agent (each such property a “Proposed Mortgaged Property”), the Administrative Agent or the Borrowers, as applicable, shall deliver or cause to be delivered to each Lender: (i) a completed flood hazard determination from a third party vendor for each such Proposed Mortgaged Property; (ii) for each Proposed Mortgaged Property which has buildings or other improvements located in a special flood hazard area, (A) a notification to the Borrowers’ Agent of that fact and (if applicable) notification to the Borrowers’ Agent that flood insurance coverage is not available and (B) evidence of the receipt by the Borrowers’ Agent of such notice; and (iii) if such notice is required to be provided to the Borrowers’ Agent and flood insurance is available in the community in which such real property is located, evidence of required flood insurance, which shall be 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, with respect such real property. (e) Section 4.3 of the Credit Agreement is hereby amended and restated as follows:

Liens on Real Property. In the event that any the Borrower or any Subsidiary Guarantor owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest except in any the case where such real property deemed is acquired after the Closing Date which the Borrower or such Guarantor intends to be material dispose of in a sale and leaseback transaction permitted by Section 8.10(h) provided that such sale and leaseback transaction is completed within five (5) Business Days (or such longer period reasonably acceptable to the Administrative Agent) following the acquisition of such real property and the Borrower delivers to the Administrative Agent andnot later than two days (or such longer period reasonably acceptable to the Administrative Agent) following the date such sale and leaseback is completed, in either case, is required to xxxxx x xxxx on such property an executed copy of the transaction document(s) pursuant to Section 4.1which such sale and leaseback transaction is to occur), such the Borrower shall, or shall cause such Subsidiary Guarantor 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), 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 Bank Product 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 (other than with respect shall supply to any real property used solely in connection with the Pipeline and Transportation Systems) shallAdministrative Agent, if to the extent required by the Administrative Agent in its sole reasonable discretion, supply to at 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 Permitted LiensLiens permitted by this Agreement) 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.

Liens on Real Property. In the event that any Borrower or any Subsidiary (other than any Excluded Subsidiary) owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by the Administrative Agent and, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or shall cause such 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), a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Bank Product Liability, shall pay all Taxes, 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) shallshall (i), 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 (ii), if required by the Administrative Agent in its sole discretion, supply to the Administrative Agent at such Borrower’s cost and expense a survey, environmental report, hazard insurance policy, 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 Permitted 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.

Liens on Real Property. In the event that any the Borrower or any Subsidiary Guarantor owns fee simple title or hereafter acquires (a) a fee interest in simple title to any real property or (b) with a leasehold interest fair market value in any real property deemed to be material by excess of $5,000,000 located in the Administrative Agent andUnited States, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such the Borrower shall, or the Borrower shall cause such Subsidiary Guarantor to, subject to the exceptions set forth in Section 4.2, (i) with respect to the property set forth at clause (a), execute and deliver to the Administrative Agent (or a security trustee therefor) fully executed 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), a 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 Administrative Collateral 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 Bank Product LiabilityFunds Transfer, Deposit Account Liability and Foreign LCs (and Schedule 6.14(c) shall be deemed amended to include reference to such real property), (ii) pay all Taxestaxes, 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 (other than with respect to any real property used solely in connection with the Pipeline and Transportation Systemsiii) shall, if required by the Administrative Agent in its sole discretion, supply to the Administrative Agent at such 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 Permitted 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 therewiththereby.

Liens on Real Property. In the event that any Borrower or any Subsidiary Designated Company owns or hereafter acquires (a) a any fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by property, the Administrative Agent and, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or shall cause such Subsidiary other Designated Company 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), a mortgage or deed of trust reasonably acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent for the benefit of itself, the L/C Issuer, the Lenders and their Affiliates a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Bank Product Liability, Obligations shall pay all Taxestaxes, costs, 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, if required by the Administrative Agent in its sole discretion, shall supply to the Administrative Agent at such the Borrower’s 's cost and expense a survey, environmental reportreport (including Phase I and, if reasonably required by the Administrative Agent at any time, Phase 2 environmental assessments), hazard insurance policy, appraisals and a mortgagee’s 's policy of title insurance from a title insurer reasonably acceptable to the Administrative Agent Agent, in Administrative Agent's name, insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Permitted LiensLiens permitted by this Agreement) on the applicable Borrower’s or Subsidiary’s interest in the real property encumbered thereby and such other instrumentinstruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.

Liens on Real Property. In Subject to the limitation imposed by clause (v) of Section 4.1 hereof, in the event that any the Borrower or any Subsidiary owns or hereafter acquires (a) a fee interest in any owned real property with a fair market value greater than or equal to $1,000,000 (b) a leasehold interest in or, during the existence of any Event of Default, any owned real property deemed to be material by property, regardless of its value, at the request of the Administrative Agent andAgent), in either casethe Borrower shall execute and deliver, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or and shall cause such the relevant Subsidiary to, (i) with respect to the property set forth at clause (a), execute and deliver 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), a mortgage or deed of trust reasonably acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent for the benefit of itself and the Lenders a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Bank Product Liability, shall pay all Taxes, costs, taxes and all reasonable costs and expenses incurred by the Administrative Agent in obtaining any real estate appraisal required by the Administrative Agent in connection therewith and 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, if required by the Administrative Agent in shall at its sole discretion, expense supply to the Administrative Agent at such Borrower’s cost and expense a survey, 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 LiensLiens permitted by this Agreement) 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.

Liens on Real Property. In the event that any Borrower or any Subsidiary Loan Party owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by other than Excluded Property), such Loan Party shall promptly notify the Lenders and the Administrative Agent and, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or and shall cause such 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), a mortgage or deed of trust acceptable in form and reasonably 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 Secured Obligations, Hedging Liability, and 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, if required by the Administrative Agent in its sole discretion, shall supply to the Administrative Agent at such the Borrower’s cost and expense expense, to the extent requested by the Administrative Agent, a survey, 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 Permitted LiensLiens permitted by this Agreement) 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; provided, however, that no such Mortgage shall be recorded prior to the later of: (i) to the extent no Event of Default has occurred and is continuing, the date that is forty-five (45) days after the date on which the Administrative Agent or the Borrower delivered notice to the Lenders of such Mortgage (or such earlier date as may be agreed to by the Lenders) and (ii) the date on which the Administrative Agent has received confirmation from all of the Lenders that its respective flood insurance due diligence and flood insurance compliance, if any, has been completed with respect to the applicable Premises (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Liens on Real Property. In the event that any the Borrower or any Subsidiary owns or hereafter acquires (a) a fee interest in any real property or (b) a including, without limitation, any leasehold interest in any real property deemed to be material by interests), the Administrative Agent and, in either case, is required to xxxxx x xxxx on such property pursuant to Section 4.1, such Borrower shall, or shall cause such 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), a mortgage or deed of trust acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent for the benefit of the Banks a Lien on such Borrower’s or such Subsidiary’s interest in such real property to secure the Obligations, Hedging Liability, and Bank Product Liability, shall pay all Taxestaxes, costs, 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, if required by the Administrative Agent in shall at its sole discretion, expense supply to the Administrative Agent at such Borrower’s cost and expense a survey, environmental report, hazard insurance policy, and a mortgagee’s '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 LiensLiens permitted by this Agreement) 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, provided that (i) Liens on leasehold interests in real property need not be granted to the extent set forth in Section 4.1(a) above, and (ii) the Borrower shall have sixty (60) days after the date of this Agreement to provide to the Agent Liens on real property owned or leased by the Borrower and its Subsidiaries on the date of this Agreement and to deliver the title policies, surveys, environmental reports, hazard insurance policies and other items referred to above with respect thereto.

Liens on Real Property. In Subject to the Agreed Security Principles, in the event that any Borrower or any Subsidiary other Loan Party owns or hereafter acquires (a) a fee interest in any real property or (b) a leasehold interest in any real property deemed to be material by Premises valued at more than $5,000,000 which the Administrative Agent and, in either case, is required determines (on its own or at the direction of the Required Lenders) shall be subject to xxxxx x xxxx on such property pursuant to Section 4.1, the Lien of a Mortgage: (a) such Borrower shall, or shall cause such Subsidiary other Loan Party 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), a mortgage or deed of trust Mortgage acceptable in form and substance to the Administrative Agent for the purpose of granting to the Administrative Agent a Lien on such Borrower’s or such Subsidiary’s interest in such real property Premises to secure the Secured Obligations, Hedging Liability, and Bank Product Liability, shall pay all Taxestaxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trustMortgage, and (other than with respect to any real property used solely in connection with the Pipeline and Transportation Systems) shall, if required by the Administrative Agent in its sole discretion, shall supply to the Administrative Agent at such 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 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 applicable Borrower’s or Subsidiary’s interest specifications set forth in the real property encumbered thereby 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 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.