Common use of Real Estate Collateral Clause in Contracts

Real Estate Collateral. With respect to any lease for a store location or distribution center a Borrower that restricts the lessee from granting a Leasehold Mortgage to Agent (a “Restricted Lease”), Borrowers shall use commercially reasonable efforts to deliver to Agent consents executed by the landlord under such lease to the execution of a Leasehold Mortgage by Borrower in favor of Agent for the benefit of the Secured Parties. Upon request by Agent, Borrower shall execute and deliver to Agent Leasehold Mortgages with respect to any of its leasehold interests in Real Estate for such store location or distribution center; provided that Borrower shall not be required to deliver Leasehold Mortgages with respect to any Restricted Leases to the extent consent thereto has not been provided by the applicable landlords pursuant to the prior sentence. Agent shall hold the Leasehold Mortgages, and Agent and each Borrower agree that no Leasehold Mortgage will create a valid Lien in favor of Agent until such Leasehold Mortgage is recorded as set forth below. At any time (a) Availability is less than $25,000,000, or (b) an Event of Default exists, at the option of Agent the Leasehold Mortgages shall be duly recorded, at Borrowers’ expense, in each office where such recording is required to provide notice to third party’s of Agent’s Lien on the Real Estate covered thereby.

Real Estate Collateral. With respect to any lease for a store location or distribution center a Borrower that restricts At the lessee from granting a Leasehold Mortgage to Agent (a “Restricted Lease”)request of Agent, Borrowers shall use commercially reasonable efforts to deliver obtain consent from Borrower’s landlords to Agent consents executed by the landlord under such lease to the execution of a Leasehold Mortgage by Borrower in favor of Agent for the benefit of the Secured Parties. Upon request by Agent, Borrower shall execute and deliver to Agent place Leasehold Mortgages with respect to any of its leasehold interests in upon the leased Real Estate for such store location or distribution center; provided that Borrower shall not be required to deliver Leasehold Mortgages with respect to any Restricted Leases to the extent consent thereto has not been provided by the applicable landlords pursuant to the prior sentenceof Borrowers. Agent shall hold the such Leasehold Mortgages, and Agent and each Borrower agree that no the Leasehold Mortgage Mortgages will not create a valid Lien in favor of Agent until the Leasehold Mortgage is recorded as set forth below. If any Borrower acquires a leasehold interest in Real Estate hereafter, Borrowers agree to use commercially reasonable efforts to obtain a Leasehold Mortgage Consent from each landlord for each such new leased Real Estate, and if such consent is obtained, upon Agent’s request, execute and deliver a Leasehold Mortgage sufficient to create a Lien in favor of Agent on such leased Real Estate. Agent and Borrowers agree that any such Leasehold Mortgage shall not create a valid Lien in favor of Agent until the Leasehold Mortgage is recorded as set forth below. At any time (ai) Availability is less than $25,000,00030,000,000, or (bii) an Event of Default exists, at the option of Agent the Leasehold Mortgages shall be duly recorded, at Borrowers’ expense, in each office where such recording is required to provide notice to third party’s parties of Agent’s Lien on the Real Estate covered thereby.

Real Estate Collateral. With respect to any lease for a store location or distribution center a Borrower that restricts the lessee from granting a Leasehold Mortgage to Agent (a “Restricted Lease”), Borrowers shall use commercially reasonable efforts to deliver to Agent consents executed by the landlord under such lease to the execution of a Leasehold Mortgage by Borrower in favor of Agent for the benefit of the Secured Parties. Upon request by Agent, Borrower shall execute and deliver to Agent Leasehold Mortgages with respect to any of its leasehold interests in Real Estate for such store location or distribution centerEstate; provided that Borrower shall not be required to deliver Leasehold Mortgages with respect to any Restricted Leases to the extent consent thereto has not been provided by the applicable landlords pursuant to the prior sentence. Agent shall hold the Leasehold Mortgages, and Agent and each Borrower agree that no Leasehold Mortgage will create a valid Lien in favor of Agent until such Leasehold Mortgage is recorded as set forth below. At any time (ai) Availability is less than $25,000,00045,000,000, or (bii) an Event of Default exists, at the option of Agent the Leasehold Mortgages shall be duly recorded, at Borrowers’ expense, in each office where such recording is required to provide notice to third party’s of Agent’s Lien on the Real Estate covered thereby.