Common use of Other Property Clause in Contracts

Other Property. Subject to Section 7.21, cause all property (other than Excluded Property) of each Loan Party to be subject at all times to first priority (subject to Permitted Liens), perfected and, in the case of owned or leased real property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to (and subject to the limitations and exceptions set forth in) the Collateral Documents or, with respect to any such property acquired subsequent to the Closing Date (with respect to which (x) the Administrative Agent’s Lien does not automatically attach under then-existing Collateral Documents or (y) the then-existing Collateral Documents do not automatically create a Lien in favor of the Administrative Agent), such other additional security documents as the Administrative Agent shall request and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions, Real Property Security Documents, and favorable opinions of counsel to such Person (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with the granting of any such security interest), all in form, content and scope reasonably satisfactory to the Administrative Agent (it being understood that the Loan Parties shall have sixty (60) days (or such longer period as the Administrative Agent shall agree in its sole discretion) to comply with this Section 7.14(b) with respect to any owned or leased real property acquired or leased after the Closing Date (such period to be measured from the date of acquisition of such real property or the signing date of the lease of such real property, as applicable)).

Other Property. Subject to Section 7.21, cause all property (other than Excluded Property) of each Loan Party to be subject at all times to first priority (subject to Permitted Liens), perfected and, in the case of owned or leased real property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to (and subject to the limitations and exceptions set forth in) the Collateral Documents or, with respect to any such property acquired subsequent to the Closing Date (with respect to which (x) the Administrative Agent’s Lien does not automatically attach under then-existing Collateral Documents or (y) the then-existing Collateral Documents do not automatically create a Lien in favor of the Administrative Agent), such other additional security documents as the Administrative Agent shall request and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions, Real Property Security Documents, and favorable opinions of counsel to such Person (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with the granting of any such security interest), all in form, content and scope reasonably satisfactory to the Administrative Agent (it being understood that the Loan Parties shall have sixty (60) days (or such longer period as the Administrative Agent shall agree in its sole discretion) to comply with this Section 7.14(b) with respect to any owned or leased real property acquired or leased after the Closing Date (such period to be measured from the date of acquisition of such real property or the signing date of the lease of such real property, as applicable)).

Other Property. Subject to Section 7.21, cause Cause all property (other than Excluded Property) of each Loan Party to be subject at all times to first priority (subject to Permitted Liens)priority, perfected and, in the case of owned or leased real property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to (and subject to the limitations and exceptions set forth in) the Collateral Documents or, with respect (subject to any such property acquired subsequent to the Closing Date (with respect to which (xPermitted Liens) the Administrative Agent’s Lien does not automatically attach under then-existing Collateral Documents or (y) the then-existing Collateral Documents do not automatically create a Lien in favor of the Administrative Agent), such other additional security documents as the Administrative Agent shall request and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably (at the direction of the Required Lenders) request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions, Real Mortgaged Property Security Support Documents, landlord’s waivers and favorable opinions of counsel to such Person (as well as, within sixty days following the Closing Date if requested required by the Administrative Agent in connection (at the direction of the Required Lenders), date-down endorsements to the existing title policies and customary searches of the Loan Parties and the Mortgaged Properties which were ordered prior to (but not yet delivered) as of the Closing Date as well as local counsel opinions with respect to the entering into assignments of a Collateral Document in connection with the granting of any such security interest)Alabama and Indiana Mortgages, all in form, content and scope reasonably satisfactory to the Administrative Agent (it being understood that at the direction of the Required Lenders). Notwithstanding the foregoing, with respect to real property (other than Excluded Property) acquired on or after the Closing Date, the Loan Parties shall have sixty (60) days following such acquisition (or such longer period later time as agreed to by the Administrative Agent shall agree in its sole discretion) to comply with this Section 7.14(b) deliver the requested Mortgaged Property Support Documents with respect to any owned or leased real property acquired or leased after the Closing Date (such period to be measured from the date of acquisition of such real property or the signing date of the lease of such real property, as applicable))thereto.

Other Property. Subject to Section 7.21, cause (i) Cause all of its owned and leased real and personal property (other than Excluded Property) of each Loan Party Property to be subject at all times to first priority a perfected (subject to Permitted Liens), perfected and, in the case of owned or leased IP rights, first priority) and, in the case of real property, title insured Liens (it being understood and agreed that the Loan Parties shall only be required to provide title insured Liens for leased real property upon the request of the Administrative Agent) in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to (the terms and subject to the limitations and exceptions set forth in) conditions of the Collateral Documents or, with respect to any such property acquired subsequent to the Closing Date (with respect to which (x) the Administrative Agent’s Lien does not automatically attach under then-existing Collateral Documents or (y) the then-existing Collateral Documents do not automatically create a Lien in favor of the Administrative Agent)Date, such other additional security documents in customary form as the Administrative Agent shall request andreasonably request, subject in connection with the foregoing, any case to Permitted Liens and (ii) deliver to the Administrative Agent such other documentation in customary form as the Administrative Agent may reasonably request including filings in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers (subject to Section 7.18), certified resolutions and deliveries necessary to perfect other organizational and authorizing documents of such LiensPerson, Organization Documents, resolutions, Real Property Security Documents, and favorable customary opinions of counsel to such Person (if requested by which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent in connection with Agent’s Liens thereunder) and other items of the entering into of a Collateral Document in connection with the granting of any such security interesttypes required to be delivered pursuant to Section 5.01(g), all in form, content and scope reasonably satisfactory to the Administrative Agent (it being understood that the Loan Parties shall have sixty (60) days (or such longer period as the Administrative Agent shall agree in its sole discretion) to comply with this Section 7.14(b) with respect to any owned or leased real property acquired or leased after the Closing Date (such period to be measured from the date of acquisition of such real property or the signing date of the lease of such real property, as applicable))Agent.

Other Property. Subject to Section 7.21, cause (i) Cause all owned and leased real and personal property (other than Excluded Property) of each Loan Party to be subject at all times to first priority (subject to Permitted Liens)priority, perfected and, in the case of owned any such real property (whether leased or leased real propertyowned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to (the terms and conditions of the Collateral Documents, except as set forth in the Security Agreement and subject in any case to the limitations Permitted Liens and exceptions set forth in(ii) the Collateral Documents or, with respect to any such property acquired subsequent to the Closing Date (with respect to which (x) the Administrative Agent’s Lien does not automatically attach under then-existing Collateral Documents or (y) the then-existing Collateral Documents do not automatically create a Lien in favor of the Administrative Agent), such other additional security documents as the Administrative Agent shall request and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including filings in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers (provided that the Borrower shall only be required to use commercially reasonable efforts to have such landlord execute such waivers), other Mortgage Instruments for real property that is required hereunder to be subject to a Mortgage (i.e. excluding Excluded Property), certified resolutions and deliveries necessary to perfect other organizational and authorizing documents of such Liens, Organization Documents, resolutions, Real Property Security DocumentsPerson, and favorable opinions of counsel to such Person (if requested by which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent in connection with the entering into of a Collateral Document in connection with the granting of any such security interestAgent’s Liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent (it being understood Agent. Notwithstanding the foregoing, no Mortgages and Mortgage Instruments are required to be delivered hereunder until the date that the Loan Parties shall have is sixty (60) days (after the Effective Date or such longer period later date as the Administrative Agent shall may agree in the exercise of its sole discretion) to comply with this Section 7.14(b) reasonable discretion with respect to any owned or leased real property acquired or leased after the Closing Date (such period to be measured from the date of acquisition of such real property or the signing date of the lease of such real property, as applicable))thereto.

Other Property. Subject to Section 7.21, cause (i) Cause all of its owned and leased real and personal property (other than Excluded Property) Property of each U.S. Loan Party to be subject at all times (subject, in the case of a newly acquired or formed Subsidiary, to the time periods described in Section 7.12(a) and (b), as applicable) to first priority (subject to Permitted Liens), perfected and, in the case of owned real property with a purchase price or leased real propertyfair market value in excess of $2,000,000, title insured Liens in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to (the terms and subject to the limitations and exceptions set forth in) conditions of the Collateral Documents or, with respect to any such property acquired subsequent to the Closing Date (with respect to which (x) the Administrative Agent’s Lien does not automatically attach under then-existing Collateral Documents or (y) the then-existing Collateral Documents do not automatically create a Lien in favor of the Administrative Agent)Date, such other additional security documents as the Administrative Agent shall request andreasonably request, subject in connection with the foregoing, any case to Permitted Liens and (ii) deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, flood search determinations (and evidence of any required flood insurance), filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions, Real Property Security Documents, and favorable opinions of counsel to such Person (if requested by which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent in connection with Agent’s Liens thereunder) and other items of the entering into of a Collateral Document in connection with the granting of any such security interesttypes required to be delivered pursuant to Section 5.01(f) and (g), all in form, content and scope reasonably satisfactory to the Administrative Agent Agent. Notwithstanding anything contained in this Agreement to the contrary, no Mortgage shall be executed and delivered with respect to any owned real property unless and until each Lender has received, at least twenty (20) business days in advance of such execution and delivery, a life of loan flood zone determination and such other documents as it being understood that the Loan Parties shall have sixty (60) days (or such longer period as may reasonably request to complete its flood insurance due diligence and has confirmed to the Administrative Agent shall agree that flood insurance due diligence and flood insurance compliance have been completed to its satisfaction; provided that the failure of a U.S. Loan Party to cause a Mortgage to be filed in its sole discretion) to comply accordance with this Section 7.14(b) with respect to any owned or leased real property acquired or leased after the Closing Date (such period to be measured from the date of acquisition of such real property or the signing date as a result of the lease failure of a Lender to provide such real property, as applicable))confirmation shall not result in a Default hereunder.