Common use of Real Property; Fixtures Clause in Contracts

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in any Material Real Property (except for any Excluded Real Property), it will within ninety (90) days after the Closing Date or after the acquisition thereof (or such longer period as the Agent may agree in its sole discretion), as applicable, grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a first priority Mortgage (subject to the Intercreditor Agreement and Permitted Liens) on each fee interest in Material Real Property now or hereafter owned by such Grantor (except for any Excluded Real Property). The Administrative Agent shall have received with respect to any Material Real Properties (other than any Excluded Real Property), a Mortgage and any necessary UCC fixture filing in respect thereof, in each case together with, to the extent customary and appropriate (as reasonably determined by the Administrative Agent and the Borrowers): (i) evidence that (A) counterparts of such Mortgage have been duly executed, acknowledged and delivered and such Mortgage and any corresponding Code or equivalent fixture filing are in form suitable for filing or recording in all filing or recording offices that the Agent may deem reasonably necessary in order to create a valid and subsisting perfected Lien on such Material Real Property in favor of the Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Obligations, (B) such Mortgage and any corresponding Code or equivalent fixture filings have been duly recorded or filed, as applicable, and (C) all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Agent; (ii) customary legal opinions of local counsel for the relevant Grantor with respect to each Mortgage in the jurisdiction in which such Material Real Property is located as the Agent may reasonably request, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative Agent; (iii) environmental assessments in form and scope reasonably satisfactory to the Agent; (iv) a policy or policies of title insurance insuring the Lien of such Mortgage in an amount reasonably satisfactory to the Agent naming the Agent as the insured for the benefit of the Lender Group and the Bank Product Providers, issued by a nationally recognized title insurance company reasonably acceptable to the Agent insuring the Lien of each such Mortgage as a valid and enforceable Lien on such Material Real Property described therein, free and clear of any other Liens except Permitted Liens, together with such endorsements, coinsurance and reinsurance as the Agent may reasonably request; (v) American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) forms of surveys by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Agent, certified to the Agent and the title insurance company in a manner reasonably satisfactory to the Agent; provided that the Agent may in its reasonable discretion accept any such existing survey so long as such existing survey satisfies any applicable local law requirements; and (vi) appraisals (if required under the Financial Institutions Reform Recovery and Enforcement Act of 1989, as amended, as determined by the Agent in its reasonable discretion) and “Life-of-Loan” flood certifications and any required borrower notices under Regulation H together with any other documents as the Agent and any Lender may reasonably request to complete their respective flood due diligence (together with evidence of federal flood insurance for any such Flood Hazard Property located in a flood hazard area); provided that the Agent may in its reasonable discretion accept any such existing certificate or appraisal so long as such existing certificate or appraisal satisfies any applicable local law requirements;

Real Property; Fixtures. Each In the event that any Grantor covenants and agrees that upon the acquisition of any fee interest in any acquires a Material Real Property (except for any Excluded Estate Asset located in the United States or a Real Property), it will within ninety (90) days after Estate Asset owned on the Closing Date or after and located in the acquisition thereof (or United States becomes a Material Real Estate Asset and such longer period as interest has not otherwise been made subject to the Agent may agree Lien of the Collateral Documents in its sole discretion), as applicable, grant to favor of Collateral Agent, for the benefit of the Lender Group and the Bank Product ProvidersSecured Parties, a first priority Mortgage (subject to the Intercreditor Agreement and Permitted Liens) on each fee interest in then such Grantor, no later than 90 days after acquiring such Material Real Property now Estate Asset, or hereafter no later than 90 days after a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset (in each case, or such later date as may be agreed by Collateral Agent), shall take all such Grantor (except for any Excluded Real Property). The Administrative Agent shall have received actions and execute and deliver, or cause to be executed and delivered, with respect to any such Material Real Properties (other than any Excluded Real Property)Estate Asset, a Mortgage and any necessary UCC fixture filing in respect thereof, in each case together with, to the extent customary and appropriate (as reasonably determined by the Administrative Agent and the Borrowers): (i) evidence that a Mortgage, (Aii) counterparts an opinion of counsel in the jurisdiction where such Material Real Estate Asset is located with respect to the enforceability of such Mortgage have been duly executed, acknowledged and delivered and such Mortgage other reasonable and any corresponding Code or equivalent fixture filing are in form suitable for filing or recording in all filing or recording offices that the Agent may deem reasonably necessary in order to create a valid and subsisting perfected Lien on such Material Real Property in favor of the Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Obligations, (B) such Mortgage and any corresponding Code or equivalent fixture filings have been duly recorded or filed, as applicable, and (C) all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Agent; (ii) customary legal opinions of local counsel for the relevant Grantor with respect to each Mortgage in the jurisdiction in which such Material Real Property is located matters as the Collateral Agent may reasonably request, which legal opinions shall be in form and substance (iii) a mortgagee policy of title insurance (or a marked up title insurance commitment having the effect of a mortgagee policy of title insurance) issued by a title company reasonably satisfactory to Collateral Agent, in an amount not less than the Administrative Agent; (iii) environmental assessments in form and scope reasonably satisfactory to the Agent; (iv) a policy or policies fair market value of title insurance such Material Real Estate Asset, insuring the Lien of such Mortgage in an amount reasonably satisfactory to the Agent naming the Agent as the insured for the benefit of the Lender Group and the Bank Product Providers, issued by a nationally recognized title insurance company reasonably acceptable to the Agent insuring the Lien of each such Mortgage as a valid and enforceable Lien First Priority security interest on such Material Real Property described thereinEstate Asset. In addition to the foregoing, free and clear each Grantor shall, at the request of Required Lenders, deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien; provided, however, that in no event shall any Grantor be required to deliver an appraisal to Collateral Agent for a particular Material Real Estate Asset more than once in any given calendar year. Notwithstanding anything to the contrary set forth in this Agreement or in any other Liens except Permitted LiensLoan Document, together in no event shall any Grantor be required to deliver a Mortgage with such endorsements, coinsurance and reinsurance as the Agent may reasonably request; (v) American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) forms of surveys by respect to any Real Estate Asset that is not a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Agent, certified to the Agent and the title insurance company in a manner reasonably satisfactory to the Agent; provided that the Agent may in its reasonable discretion accept any such existing survey so long as such existing survey satisfies any applicable local law requirements; and (vi) appraisals (if required under the Financial Institutions Reform Recovery and Enforcement Act of 1989, as amended, as determined by the Agent in its reasonable discretion) and “Life-of-Loan” flood certifications and any required borrower notices under Regulation H together with any other documents as the Agent and any Lender may reasonably request to complete their respective flood due diligence (together with evidence of federal flood insurance for any such Flood Hazard Property located in a flood hazard area); provided that the Agent may in its reasonable discretion accept any such existing certificate or appraisal so long as such existing certificate or appraisal satisfies any applicable local law requirements;Material Real Estate Asset.

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in any Material Real Property (except for any Excluded Real Property), it will within ninety (90) days with a value in excess of $1,000,000 after the Closing Date or after the acquisition thereof Issue Date, such Grantor will promptly (and in any event within five (5) Business Days (or such longer period as agreed to by the Required Holders in writing in their sole discretion (with a copy to Agent)) of acquisition) notify Agent may agree and the Holders of the acquisition of such fee interest in its sole discretion), as applicable, Real Property. Each Grantor will promptly grant to Agent, for the benefit of the Lender Group and the Bank Product ProvidersSecured Parties, a first priority Mortgage (subject only to the Intercreditor Agreement and Agreement, Permitted Liens which are non-consensual Permitted Liens, Liens securing Permitted Purchase Money Indebtedness, or the interests of lessors under Capital Leases) Mortgage on each fee interest in Material such Real Property now or hereafter owned by such Grantor (except for any Excluded Real Property). The Administrative Agent and shall have received with respect to any Material Real Properties (deliver such other than any Excluded Real Property)documentation and opinions, a Mortgage and any necessary UCC fixture filing in respect thereof, in each case together with, to the extent customary and appropriate (as reasonably determined by the Administrative Agent and the Borrowers): (i) evidence that (A) counterparts of such Mortgage have been duly executed, acknowledged and delivered and such Mortgage and any corresponding Code or equivalent fixture filing are in form suitable for filing or recording in all filing or recording offices that the Agent may deem reasonably necessary in order to create a valid and subsisting perfected Lien on such Material Real Property in favor of the Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Obligations, (B) such Mortgage and any corresponding Code or equivalent fixture filings have been duly recorded or filed, as applicable, and (C) all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Agent; (ii) customary legal opinions of local counsel for the relevant Grantor with respect to each Mortgage in the jurisdiction in which such Material Real Property is located as the Agent may reasonably request, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative Required Holders, in connection with the grant of such Mortgage as Agent or the Required Holders shall request, including, without limitation, title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral which consists of personal property and which is a fixture or is otherwise attached or affixed to any Real Property shall remain personal property regardless of the manner of its attachment or affixation to Real Property. To the extent required by the Required Holders, each Grantor shall use commercially reasonable efforts to obtain customary landlord waivers, collateral access agreements or the equivalent in favor of the Agent; (iii) environmental assessments , and in form and scope reasonably satisfactory to the Agent; (iv) a policy or policies of title insurance insuring the Lien of such Mortgage in an amount substance reasonably satisfactory to the Agent naming the Agent as the insured for the benefit of the Lender Group and the Bank Product ProvidersRequired Holders, issued by a nationally recognized title insurance company reasonably acceptable to from (x) the Agent insuring the Lien lessor of each such Mortgage as leased Real Property, (y) each bailee, warehouseman, processor, consignee and (z) each other Person, in each case of clauses (x), (y) and (z), who is in possession of, having a valid and enforceable Lien on such Material upon, or in respect of any leased Real Property described thereinat which is located, free and clear of any other Liens except Permitted Liens, together with such endorsements, coinsurance and reinsurance as the Agent may reasonably request; (v) American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) forms of surveys by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Agent, certified to the Agent and the title insurance company in a manner reasonably satisfactory to the Agent; provided that the Agent may in its reasonable discretion accept any such existing survey so long as such existing survey satisfies any applicable local law requirements; and (vi) appraisals (if required under the Financial Institutions Reform Recovery and Enforcement Act of 1989, as amended, as determined by the Agent in its reasonable discretion) and “Life-of-Loan” flood certifications and any required borrower notices under Regulation H together with any other documents as the Agent and any Lender may reasonably request to complete their respective flood due diligence (together with evidence of federal flood insurance for any such Flood Hazard Property located in a flood hazard area); provided that the Agent may in its reasonable discretion accept any such existing certificate Books or appraisal so long as such existing certificate or appraisal satisfies any applicable local law requirements;Inventory.

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in any Material Real Property other than Excluded Real Property (except for any Excluded Real Property), individually and collectively the “Premises”) it will within ninety (90) days after the Closing Date or after the acquisition thereof (or such longer period as the Agent may agree in its sole discretion), as applicable, grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a first priority Mortgage (subject to the Intercreditor Agreement and Permitted Liens) on each fee interest in Material Real Property now or hereafter owned by such Grantor (except for any Excluded Real Property). The Administrative Agent shall have received with respect to any Material Real Properties (other than any Excluded Real Property), a Mortgage and any necessary UCC fixture filing in respect thereof, in each case together with, to the extent customary and appropriate (as reasonably determined by the Administrative Agent and the Borrowers): (i) deliver to the Collateral Agent, as mortgagee, fully executed counterparts of Mortgages, duly executed by such Grantor, together with evidence that of the completion (Aor satisfactory arrangements for the completion) counterparts of all recordings and filings of such Mortgage have been duly executed, acknowledged and delivered and such Mortgage and any corresponding Code or equivalent fixture filing are in form suitable for filing or recording in all filing or recording offices that the Agent as may deem reasonably be necessary in order to create a valid and subsisting valid, perfected Lien on such Material Real Property Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (ii) deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Obligations, (B) such Mortgage and any corresponding Code or equivalent fixture filings have been duly recorded or filed, as applicable, and (C) all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Agent; (ii) customary legal opinions of local counsel for the relevant Grantor with respect to each Mortgage in the jurisdiction in which such Material Real Property is located as the Agent may reasonably request, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative Agent; (iii) environmental assessments in form and scope reasonably satisfactory to the Agent; (iv) a policy or policies of title insurance insuring the Lien of such Mortgage in an amount reasonably satisfactory equal to the Agent naming the Agent as the insured for the benefit 100% of the Lender Group Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is marketable and that the Bank Product Providers, issued interests created by a nationally recognized title insurance company reasonably acceptable to the Agent insuring the Lien of each such Mortgage as a constitute valid and enforceable Lien on such Material Real Property described therein, Liens thereon free and clear of any other Liens except Permitted all Liens, defects and encumbrances other than Permitted Liens together with such customary endorsements, coinsurance and reinsurance as typical for the Agent may reasonably request; applicable jurisdiction; (viii) American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) forms of surveys by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable shall deliver to the AgentLender, certified to at its request, the Agent most recent survey of such Premises prepared on or on behalf of each Grantor, together with either (a) an updated survey certification in favor of the Lender from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (b) an affidavit from each Grantor stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the customary endorsements; and (iv) shall deliver an opinion(s) of counsel of each Grantor confirming that the Mortgages and Security Documents create a Lien on the Premises purported to be covered by the related Mortgage, which shall be from local counsel in each state where a manner reasonably satisfactory Premises is located covering the enforceability of the relevant Mortgages. Each Grantor acknowledges and agrees that, to the Agent; provided that extent permitted by applicable law, all of the Agent may in Collateral constituting personal property shall remain personal property regardless of the manner of its reasonable discretion accept any such existing survey so long as such existing survey satisfies any applicable local law requirements; and (vi) appraisals (if required under the Financial Institutions Reform Recovery and Enforcement Act of 1989, as amended, as determined by the Agent in its reasonable discretion) and “Life-of-Loan” flood certifications and any required borrower notices under Regulation H together with any other documents as the Agent and any Lender may reasonably request attachment or affixation to complete their respective flood due diligence (together with evidence of federal flood insurance for any such Flood Hazard Property located in a flood hazard area); provided that the Agent may in its reasonable discretion accept any such existing certificate or appraisal so long as such existing certificate or appraisal satisfies any applicable local law requirementsreal property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in any Material Real Property other than Excluded Real Property (except for any Excluded Real Property), individually and collectively the “Premises”) it will within ninety (90) days after the Closing Date or after the acquisition thereof (or such longer period as the Agent may agree in its sole discretion), as applicable, grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a first priority Mortgage (subject to the Intercreditor Agreement and Permitted Liens) on each fee interest in Material Real Property now or hereafter owned by such Grantor (except for any Excluded Real Property). The Administrative Agent shall have received with respect to any Material Real Properties (other than any Excluded Real Property), a Mortgage and any necessary UCC fixture filing in respect thereof, in each case together with, to the extent customary and appropriate (as reasonably determined by the Administrative Agent and the Borrowers): (i) deliver to the Collateral Agent, as mortgagee, fully executed counterparts of Mortgages, duly executed by such Grantor, together with evidence that of the completion (Aor satisfactory arrangements for the completion) counterparts of all recordings and filings of such Mortgage have been duly executed, acknowledged and delivered and such Mortgage and any corresponding Code or equivalent fixture filing are in form suitable for filing or recording in all filing or recording offices that the Agent as may deem reasonably be necessary in order to create a valid and subsisting valid, perfected Lien on such Material Real Property Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (ii) deliver to the Collateral Agent mortgagee's title insurance policies in favor of the Collateral Agent, as mortgagee for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Obligations, (B) such Mortgage and any corresponding Code or equivalent fixture filings have been duly recorded or filed, as applicable, and (C) all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Agent; (ii) customary legal opinions of local counsel for the relevant Grantor with respect to each Mortgage in the jurisdiction in which such Material Real Property is located as the Agent may reasonably request, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative Agent; (iii) environmental assessments in form and scope reasonably satisfactory to the Agent; (iv) a policy or policies of title insurance insuring the Lien of such Mortgage in an amount reasonably satisfactory equal to the Agent naming the Agent as the insured for the benefit 100% of the Lender Group Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is marketable and that the Bank Product Providers, issued interests created by a nationally recognized title insurance company reasonably acceptable to the Agent insuring the Lien of each such Mortgage as a constitute valid and enforceable Lien on such Material Real Property described therein, Liens thereon free and clear of any other Liens except Permitted all Liens, defects and encumbrances other than Permitted Liens together with such customary endorsements, coinsurance and reinsurance as typical for the Agent may reasonably request; applicable jurisdiction; (viii) American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) forms of surveys by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable shall deliver to the Agent, certified to at its request, the most recent survey of such Premises prepared on or on behalf of each Grantor, together with either (a) an updated survey certification in favor of the Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (b) an affidavit from each Grantor stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the customary endorsements; and (iv) shall deliver an opinion(s) of counsel of each Grantor confirming that the Mortgages and Security Documents create a Lien on the Premises purported to be covered by the related Mortgage, which shall be from local counsel in each state where a manner reasonably satisfactory Premises is located covering the enforceability of the relevant Mortgages. Each Grantor acknowledges and agrees that, to the Agent; provided that extent permitted by applicable law, all of the Agent may in Collateral constituting personal property shall remain personal property regardless of the manner of its reasonable discretion accept any such existing survey so long as such existing survey satisfies any applicable local law requirements; and (vi) appraisals (if required under the Financial Institutions Reform Recovery and Enforcement Act of 1989, as amended, as determined by the Agent in its reasonable discretion) and “Life-of-Loan” flood certifications and any required borrower notices under Regulation H together with any other documents as the Agent and any Lender may reasonably request attachment or affixation to complete their respective flood due diligence (together with evidence of federal flood insurance for any such Flood Hazard Property located in a flood hazard area); provided that the Agent may in its reasonable discretion accept any such existing certificate or appraisal so long as such existing certificate or appraisal satisfies any applicable local law requirementsreal property;