Common use of Material Real Property Clause in Contracts

Material Real Property. Subject to the applicable limitations set forth herein, with respect to any Material Real Property in existence as of the date hereof or acquired hereafter (in which case the applicable Grantor will give prompt written notice to the Collateral Agent of the acquisition thereof), to the extent the Material Real Property is financeable, the applicable Grantor will, with respect to any Material Real Property in existence as of the date hereof, within 120 days after the date hereof, and with respect to any Material Real Property acquired after the date hereof, within 120 days after the acquisition thereof (in each case, or such longer period as may be reasonably acceptable to the Collateral Agent), (i) execute and deliver a Mortgage, subject to Liens permitted under the Priority Lien Documents covering such real property, (ii) provide the Collateral Agent with (x) a pro forma title insurance policy covering such Material Real Property in an amount equal to 105% of the purchase price of such owned real property or the fair market value of the leasehold interests (or, in each case, such other lesser amount as shall be reasonably acceptable to the Collateral Agent) as well as, to the extent reasonably requested, a current ALTA survey thereof (or local equivalent thereof), or deliver existing surveys together with affidavits of no-change to the title insurance company in lieu thereof, (y) any consents, affidavits or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (z) if any such Material Real Property is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards, a standard flood hazard determination form and proof of flood insurance, if applicable, covering such Material Real Property and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that it is understood and agreed that the Grantors shall only be required to use commercially reasonable efforts to comply with this Section 5.12 with respect to Material Real Property consisting of leasehold interests in real property. Notwithstanding anything contained herein to the contrary, it is understood and agreed that (x) with respect to any Mortgage securing a leasehold interest in real property in a jurisdiction that imposes a mortgage recording tax, (i) the amount secured by such Mortgage shall not exceed an amount equal to the fair market value for such leasehold interest in real property (such fair market value being determined by the applicable Grantor in its sole discretion in good faith) and (ii) such Mortgage shall specify the dollar value of the Collateral secured by such Mortgage and (y) with respect to any Mortgage securing a fee interest in real property in a jurisdiction that imposes a mortgage recording tax, (i) the amount secured by such Mortgage shall not exceed an amount equal to the fair market value for such fee interest in real property and (ii) such Mortgage shall specify the dollar value of the Collateral secured by such Mortgage. The applicable Grantor will pay all recording costs, intangible taxes and other fees and costs (including attorneys’ fees and expenses) incurred in connection with this Section 5.12.

Material Real Property. Subject At the Borrower’s expense, take all action either necessary or as reasonably requested by the Administrative Agent to ensure that the applicable limitations set forth hereinCollateral and Guarantee Requirement continues to be satisfied, with respect to including (i) not later than ninety (90) days after the acquisition by any Loan Party of any Material Real Property as determined by the Borrower (acting reasonably and in existence as of the date hereof or acquired hereafter good faith) (in which case the applicable Grantor will give prompt written notice to the Collateral Agent of the acquisition thereof), to the extent the Material Real Property is financeable, the applicable Grantor will, with respect to any Material Real Property in existence as of the date hereof, within 120 days after the date hereof, and with respect to any Material Real Property acquired after the date hereof, within 120 days after the acquisition thereof (in each case, or such longer period as the Administrative Agent may agree in writing in its discretion) that is required to be reasonably acceptable provided as Collateral pursuant to the Collateral Agent)and Guarantee Requirement, (i) execute and deliver a Mortgage, which property would not be automatically subject to Liens permitted under another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a Lien and Mortgage in favor of the Priority Lien Documents covering Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such real propertyactions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; and (ii) provide as promptly as practicable after the Collateral request therefor by the Administrative Agent, deliver to the Administrative Agent with (x) respect to each such acquired Material Real Property, any existing title reports, abstracts, surveys, appraisals or environmental assessment reports, to the extent available and in the possession or control of the Loan Parties or their respective Subsidiaries; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report or appraisal whose disclosure to the Administrative Agent would require the consent of a pro forma title insurance policy covering Person other than the Loan Parties or one of their respective Subsidiaries, where, despite the commercially reasonable efforts of the Loan Parties or their respective Subsidiaries to obtain such consent, such consent cannot be obtained; provided, further, that no mortgage over such Material Real Property in an amount equal may be executed unless the Administrative Agent has received a Federal Emergency Management Agency Standard Flood Hazard Determination and all other information needed to 105% of the purchase price of such owned real property or the fair market value of the leasehold interests (orsatisfy its flood insurance requirements, in each case, such other lesser amount as shall be reasonably acceptable with respect to the Collateral Agent) as well as, to the extent reasonably requested, a current ALTA survey thereof (or local equivalent thereof), or deliver existing surveys together with affidavits of no-change to the title insurance company in lieu thereof, (y) any consents, affidavits or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (z) if any such Material Real Property is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards, a standard flood hazard determination form and proof of flood insurance, if applicable, covering such Material Real Property and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that it is understood and agreed that the Grantors shall only be required to use commercially reasonable efforts to comply with this Section 5.12 with respect to Material Real Property consisting of leasehold interests in real property. Notwithstanding anything contained herein to the contrary, it is understood and agreed that (x) with respect to any Mortgage securing a leasehold interest in real property in a jurisdiction that imposes a mortgage recording tax, (i) the amount secured by such Mortgage shall not exceed an amount equal to the fair market value for such leasehold interest in real property (such fair market value being determined by the applicable Grantor in its sole discretion in good faith) and (ii) such Mortgage shall specify the dollar value of the Collateral secured by such Mortgage and (y) with respect to any Mortgage securing a fee interest in real property in a jurisdiction that imposes a mortgage recording tax, (i) the amount secured by such Mortgage shall not exceed an amount equal to the fair market value for such fee interest in real property and (ii) such Mortgage shall specify the dollar value of the Collateral secured by such Mortgage. The applicable Grantor will pay all recording costs, intangible taxes and other fees and costs (including attorneys’ fees and expenses) incurred in connection with this Section 5.12Property.

Material Real Property. Subject At the Borrower’s expense, take all action either necessary or as reasonably requested by the Administrative Agent to ensure that the applicable limitations set forth hereinCollateral and Guarantee Requirement continues to be satisfied, with respect to including (i) not later than ninety (90) days after the acquisition by any Loan Party of any Material Real Property as determined by the Borrower (acting reasonably and in existence as of the date hereof or acquired hereafter good faith) (in which case the applicable Grantor will give prompt written notice to the Collateral Agent of the acquisition thereof), to the extent the Material Real Property is financeable, the applicable Grantor will, with respect to any Material Real Property in existence as of the date hereof, within 120 days after the date hereof, and with respect to any Material Real Property acquired after the date hereof, within 120 days after the acquisition thereof (in each case, or such longer period as the Administrative Agent may agree in writing in its discretion) that is required to be reasonably acceptable provided as Collateral pursuant to the Collateral Agent)and Guarantee Requirement, (i) execute and deliver a Mortgage, which property would not be automatically subject to Liens permitted under another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a Lien and Mortgage in favor of the Priority Lien Documents covering Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such real propertyactions as shall be 116 necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; and (ii) provide as promptly as practicable after the Collateral request therefor by the Administrative Agent, deliver to the Administrative Agent with (x) respect to each such acquired Material Real Property, any existing title reports, abstracts, surveys, appraisals or environmental assessment reports, to the extent available and in the possession or control of the Loan Parties or their respective Subsidiaries; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report or appraisal whose disclosure to the Administrative Agent would require the consent of a pro forma title insurance policy covering Person other than the Loan Parties or one of their respective Subsidiaries, where, despite the commercially reasonable efforts of the Loan Parties or their respective Subsidiaries to obtain such consent, such consent cannot be obtained; provided, further, that no mortgage over such Material Real Property in an amount equal may be executed unless the Administrative Agent has received a Federal Emergency Management Agency Standard Flood Hazard Determination and all other information needed to 105% of the purchase price of such owned real property or the fair market value of the leasehold interests (orsatisfy its flood insurance requirements, in each case, such other lesser amount as shall be reasonably acceptable with respect to the Collateral Agent) as well as, to the extent reasonably requested, a current ALTA survey thereof (or local equivalent thereof), or deliver existing surveys together with affidavits of no-change to the title insurance company in lieu thereof, (y) any consents, affidavits or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (z) if any such Material Real Property is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards, a standard flood hazard determination form and proof of flood insurance, if applicable, covering such Material Real Property and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that it is understood and agreed that the Grantors shall only be required to use commercially reasonable efforts to comply with this Section 5.12 with respect to Material Real Property consisting of leasehold interests in real property. Notwithstanding anything contained herein to the contrary, it is understood and agreed that (x) with respect to any Mortgage securing a leasehold interest in real property in a jurisdiction that imposes a mortgage recording tax, (i) the amount secured by such Mortgage shall not exceed an amount equal to the fair market value for such leasehold interest in real property (such fair market value being determined by the applicable Grantor in its sole discretion in good faith) and (ii) such Mortgage shall specify the dollar value of the Collateral secured by such Mortgage and (y) with respect to any Mortgage securing a fee interest in real property in a jurisdiction that imposes a mortgage recording tax, (i) the amount secured by such Mortgage shall not exceed an amount equal to the fair market value for such fee interest in real property and (ii) such Mortgage shall specify the dollar value of the Collateral secured by such Mortgage. The applicable Grantor will pay all recording costs, intangible taxes and other fees and costs (including attorneys’ fees and expenses) incurred in connection with this Section 5.12Property.

Material Real Property. Subject to the applicable limitations set forth herein, with respect to any Material Real Property in existence as of the date hereof or acquired hereafter (in which case the applicable Grantor will give prompt written notice to the Collateral Administrative Agent of the acquisition thereof), to the extent the Material Real Property is financeable, the applicable Grantor will, with respect to any Material Real Property in existence as of the date hereof, within 120 days after the date hereof, and with respect to any Material Real Property acquired after the date hereof, within 120 days after the acquisition thereof (in each case, or such longer period as may be reasonably acceptable to the Collateral Administrative Agent), (i) execute and deliver a Mortgage, subject to Liens permitted under the Priority Lien Loan Documents covering such real property, (ii) provide the Collateral Administrative Agent with (x) a pro forma title insurance policy covering such Material Real Property in an amount equal to 105% of the purchase price of such owned real property or the fair market value of the leasehold interests (or, in each case, such other lesser amount as shall be reasonably acceptable to the Collateral Administrative Agent) as well as, to the extent reasonably requested, a current ALTA survey thereof (or local equivalent thereof), or deliver existing surveys together with affidavits of no-change to the title insurance company in lieu thereof, (y) any consents, affidavits or estoppels reasonably deemed necessary or advisable by the Collateral Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Administrative Agent and (z) if any such Material Real Property or other Collateral is located in an any area that has been designated by the Federal Emergency Management Agency as having special a “Special Flood Hazard Area”, such Grantor shall purchase and maintain flood or mud slide hazards, a standard flood hazard determination form and proof of flood insurance, if applicable, covering insurance on such Material Real Property or other Collateral (including any personal property which is located on any real property leased by such Loan Party within a “Special Flood Hazard Area”) in an amount equal to the lesser of the Aggregate Revolving Commitments or the total replacement cost value of the improvements, and (iii) if requested by the Collateral Administrative Agent, deliver to the Collateral Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Administrative Agent; provided that it is understood and agreed that the Grantors shall only be required to use commercially reasonable efforts to comply with this Section 5.12 with respect to Material Real Property consisting of leasehold interests in real property. Notwithstanding anything contained herein to the contrary, it is understood and agreed that (x) with respect to any Mortgage securing a leasehold interest in real property in a jurisdiction that imposes a mortgage recording tax, (i) the amount secured by such Mortgage shall not exceed an amount equal to the fair market value for such leasehold interest in real property (such fair market value being determined by the applicable Grantor in its sole discretion in good faith) and (ii) such Mortgage shall specify the dollar value of the Collateral secured by such Mortgage and (y) with respect to any Mortgage securing a fee interest in real property in a jurisdiction that imposes a mortgage recording tax, (i) the amount secured by such Mortgage shall not exceed an amount equal to the fair market value for such fee interest in real property and (ii) such Mortgage shall specify the dollar value of the Collateral secured by such Mortgage. The applicable Grantor will pay all recording costs, intangible taxes and other fees and costs (including attorneys’ fees and expenses) incurred in connection with this Section 5.12.