Common use of Liens on Real Property Clause in Contracts

Liens on Real Property. In the event that (i) any Borrower or any Guarantor owns or hereafter acquires any fee owned real property with a fair market value in excess of $500,000, or (ii) the aggregate fair market value of which when aggregated with the fair market value of all other fee owned real property owned by the Borrowers and the Guarantors not subject to a mortgage or deed of trust as described in this Section 4.4, at any time exceeds $1,000,000, the Borrowers shall, or shall cause such Guarantor to, execute and deliver to the Administrative Agent 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 real property to secure the Obligations, Hedging Liability, and Bank Product Obligations, shall pay all mortgage recording taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent at the Borrowers’ cost and expense a survey, “Phase I” environmental report (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 Liens permitted by this Agreement and the other Loan Documents) on 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 Guarantor Loan Party owns or hereafter acquires any fee owned real property with a fair market value in excess of $500,000(other than Excluded Property), or (ii) such Loan Party shall promptly notify the aggregate fair market value of which when aggregated with the fair market value of all other fee owned real property owned by the Borrowers Lenders and the Guarantors not subject to a mortgage or deed of trust as described in this Section 4.4, at any time exceeds $1,000,000, the Borrowers shall, or Administrative Agent and shall cause such Guarantor to, execute and deliver to the Administrative Agent a mortgage or deed of trust reasonably 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 real property to secure the Obligations, Hedging Liability, and Bank Product Secured Obligations, shall pay all mortgage recording taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent at the Borrowers’ Borrower’s cost and expense expense, to the extent requested by the Administrative Agent, a survey, “Phase I” environmental report (at the reasonable request of the Administrative Agent with respect to such newly acquired real property)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 Liens permitted by this Agreement and the other Loan DocumentsAgreement) on 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 (i) any the Borrower or any Guarantor Subsidiary owns or hereafter acquires any fee owned real property with a fair market value in excess of $500,000, or (ii) the aggregate fair market value of which when aggregated with the fair market value of all other fee owned real property owned by the Borrowers and the Guarantors not subject to a mortgage or deed of trust as described in this Section 4.4, at any time exceeds $1,000,000property, the Borrowers Borrower shall, or shall cause such Guarantor Subsidiary 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 real property to secure the Obligations, Hedging Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, shall pay all mortgage recording taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent at the Borrowers’ Borrower’s cost and expense a survey, “Phase I” environmental report (at the reasonable request of the Administrative Agent with respect to such newly acquired real property)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 Liens permitted by this Agreement and the other Loan DocumentsPermitted Liens) on 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. In the event that (i) any Borrower or any Guarantor Loan Party owns or hereafter acquires any fee owned real property with a fair market value in excess of $500,000(other than the Excluded Real Property), or (ii) the aggregate fair market value of which when aggregated with the fair market value of all other fee owned real property owned by the Borrowers and the Guarantors not subject to a mortgage or deed of trust as described in this Section 4.4, at any time exceeds $1,000,000, the Borrowers shall, or such Loan Party shall cause such Guarantor to, execute and deliver to the Administrative Agent 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) ), for its benefit and the benefit of the Lenders, a Lien on such real property to secure the Obligations, Hedging Liability, and Bank Product Obligations, shall pay all mortgage recording taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent at the Borrowers’ cost and expense a survey, “Phase I” environmental report (at the reasonable request of the Administrative Agent with respect to such newly acquired real property)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 Liens permitted by this Agreement and the other Loan DocumentsAgreement) on 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 (i) any Borrower or any Guarantor Subsidiary owns or hereafter acquires any fee owned real property with a fair market value in excess of $500,000property, or (ii) the aggregate fair market value of which when aggregated with the fair market value of all other fee owned real property owned by the Borrowers and the Guarantors not subject to a mortgage or deed of trust as described in this Section 4.4, at any time exceeds $1,000,000, the Borrowers Borrower shall, or shall cause such Guarantor Subsidiary to, execute and deliver to the Administrative Collateral Agent a mortgage or deed of trust reasonably 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 real property to secure the Obligations, Hedging Liability, and Bank Product Obligations, shall pay all mortgage recording taxes, costs, and expenses incurred by the Administrative Collateral Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Collateral Agent at the Borrowers’ Borrower’s cost and expense a survey, “Phase I” environmental report (at the reasonable request of the Administrative Agent with respect to such newly acquired real property)report, hazard insurance policy, appraisal report, and a mortgagee’s policy of title insurance from a title insurer reasonably 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 Liens expressly permitted by this Agreement and the other Loan DocumentsAgreement) on 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 g▇▇▇▇ ▇ ▇▇▇▇ 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 (i) any the Borrower or any Guarantor owns fee simple title or hereafter acquires fee simple title to any fee owned real property with a fair market value in excess of $500,000, or (ii) 5,000,000 located in the aggregate fair market value of which when aggregated with the fair market value of all other fee owned real property owned by the Borrowers and the Guarantors not subject to a mortgage or deed of trust as described in this Section 4.4, at any time exceeds $1,000,000United States, the Borrowers Borrower shall, or the Borrower shall cause such Guarantor to, subject to the exceptions set forth in Section 4.2, (i) execute and deliver to the Administrative Agent a fully executed and 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 real property to secure the Obligations, Hedging Liability, and Bank Product ObligationsFunds 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 mortgage recording taxes, 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 shall (iii) supply to the Administrative Agent at the Borrowers’ Borrower’s cost and expense expense, in each case if reasonably requested by the Administrative Agent (a) a survey, “Phase I” (b) an environmental report (at if obtained by the reasonable request of the Administrative Agent Borrower or any Subsidiary in connection with respect to such newly acquired real propertyacquisition), (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 the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by this Agreement and the other Loan Documentsh) on the real property encumbered thereby and such other instrumentinstruments, documents, certificates, 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 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 real property encumbered thereby.

Liens on Real Property. In the event that (i) any the Borrower or any Guarantor owns or hereafter acquires any fee owned real property with a fair market value (except in excess of $500,000, or (ii) the aggregate fair market value of which when aggregated with the fair market value of all other fee owned case where such real property owned is acquired after the Closing Date which the Borrower or such Guarantor intends to 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 Borrowers Administrative Agent) following the acquisition of such real property and the Guarantors Borrower delivers to the Administrative Agent not subject later than two days (or such longer period reasonably acceptable to a mortgage or deed the Administrative Agent) following the date such sale and leaseback is completed, an executed copy of trust as described in this Section 4.4, at any time exceeds $1,000,000the transaction document(s) pursuant to which such sale and leaseback transaction is to occur), the Borrowers Borrower shall, or shall cause such Guarantor to, execute and deliver to the Administrative Agent 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 real property to secure the Obligations, Hedging Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, shall pay all mortgage recording taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent, to the extent required by the Administrative Agent in its reasonable discretion, at the Borrowers’ Borrower’s cost and expense a survey, “Phase I” environmental report (at the reasonable request of the Administrative Agent with respect to such newly acquired real property)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 Liens permitted by this Agreement and the other Loan DocumentsAgreement) on 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 the Borrower or any Guarantor owns or hereafter acquires any fee owned real property with (except in the case where such real property is acquired after the Closing Date which the Borrower or such Guarantor intends to dispose of in a fair market value in excess sale and leaseback transaction permitted by Section 8.10(h) provided that (i) the Borrower delivers to the Administrative Agent not later than the date of $500,000, or such acquisition an executed copy of the transaction document(s) pursuant to which such sale and leaseback transaction is to occur and (ii) such sale and leaseback transaction is completed within five (5) business days following the aggregate fair market value acquisition of which when aggregated with the fair market value of all other fee owned such real property owned by the Borrowers and the Guarantors not subject to a mortgage or deed of trust as described in this Section 4.4, at any time exceeds $1,000,000property) , the Borrowers Borrower shall, or shall cause such Guarantor to, execute and deliver to the Administrative Agent 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 real property to secure the Obligations, Hedging Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, shall pay all mortgage recording taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent, to the extent required by the Administrative Agent in its reasonable discretion, at the Borrowers’ Borrower’s cost and expense a survey, “Phase I” environmental report (at the reasonable request of the Administrative Agent with respect to such newly acquired real property)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 Liens permitted by this Agreement and the other Loan DocumentsAgreement) on 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 Guarantor Loan Party owns or hereafter acquires any fee owned real property with a fair market value in excess of $500,000(other than Excluded Property), or (ii) such Loan Party shall promptly notify the aggregate fair market value of which when aggregated with the fair market value of all other fee owned real property owned by the Borrowers Lenders and the Guarantors not subject to a mortgage or deed of trust as described in this Section 4.4, at any time exceeds $1,000,000, the Borrowers shall, or Administrative Agent and shall cause such Guarantor to, execute and deliver to the Administrative Agent a mortgage or deed of trust reasonably 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 real property to secure the Obligations, Hedging Liability, and Bank Product Secured Obligations, shall pay all mortgage recording taxes, costs, ​ and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent at the Borrowers’ Borrower’s cost and expense expense, to the extent requested by the Administrative Agent, a survey, “Phase I” environmental report (at the reasonable request of the Administrative Agent with respect to such newly acquired real property)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 Liens permitted by this Agreement and the other Loan DocumentsAgreement) on 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 (i) any Borrower or any Guarantor Loan Party owns or hereafter acquires any fee owned real property with a fair market value in excess of $500,000(other than Excluded Property), or (ii) such Loan Party shall promptly notify the aggregate fair market value of which when aggregated with the fair market value of all other fee owned real property owned by the Borrowers Lenders and the Guarantors not subject to a mortgage or deed of trust as described in this Section 4.4, at any time exceeds $1,000,000, the Borrowers shall, or Administrative Agent and shall cause such Guarantor to, execute and deliver to the Administrative ​ Agent a mortgage or deed of trust reasonably 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 real property to secure the Obligations, Hedging Liability, and Bank Product Secured Obligations, shall pay all mortgage recording taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent at the Borrowers’ Borrower’s cost and expense expense, to the extent requested by the Administrative Agent, a survey, “Phase I” environmental report (at the reasonable request of the Administrative Agent with respect to such newly acquired real property)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 Liens permitted by this Agreement and the other Loan DocumentsAgreement) on 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 (i) any the Borrower or any Guarantor Subsidiary owns or hereafter acquires any fee owned real property with a fair market value in excess of $500,000(including, or (ii) the aggregate fair market value of which when aggregated with the fair market value of all other fee owned real property owned by the Borrowers and the Guarantors not subject to a mortgage or deed of trust as described in this Section 4.4without limitation, at any time exceeds $1,000,000leasehold interests), the Borrowers Borrower shall, or shall cause such Guarantor Subsidiary 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) for the benefit of the Banks a Lien on such real property to secure the Obligations, Hedging Liability, and Bank Product Obligations, shall pay all mortgage recording taxes, costs, costs and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall at its expense supply to the Administrative Agent at the Borrowers’ cost and expense a survey, “Phase I” environmental report (at the reasonable request of the Administrative Agent with respect to such newly acquired real property)report, hazard insurance policy, appraisal report, 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 Liens permitted by this Agreement and the other Loan DocumentsAgreement) on 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 (i) any Borrower or any Guarantor other Loan Party owns or hereafter acquires a fee interest in any fee owned real property with a fair market value in excess Premises valued at more than $5,000,000 which the Administrative Agent determines (on its own or at the direction of $500,000, or (iithe Required Lenders) the aggregate fair market value of which when aggregated with the fair market value of all other fee owned real property owned by the Borrowers and the Guarantors not shall be subject to the Lien of a mortgage or deed of trust as described in this Section 4.4, at any time exceeds $1,000,000, the Borrowers Mortgage: (a) such Borrower shall, or shall cause such Guarantor other Loan Party to, execute and deliver to the Administrative Agent (or a mortgage or deed of trust reasonably security trustee therefor) a Mortgage 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 real property Premises to secure the Obligations, Hedging Liability, and Bank Product Secured Obligations, shall pay all mortgage recording taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trustMortgage, and shall supply to the Administrative Agent at the Borrowers’ cost and expense as to each Premises, a survey, “Phase I” environmental report report, special flood hazard determination form, insurance policy (at the reasonable request of the Administrative Agent with respect to such newly acquired real propertyincluding flood insurance, if required), hazard insurance policy, appraisal report, local counsel opinion and a mortgagee’s mortgagee policy of title insurance from a title insurer reasonably 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 Liens permitted by this Agreement and the other Loan Documents) on the real property encumbered thereby specifications set forth in 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.

Liens on Real Property. In the event that (i) any the Borrower or any Guarantor owns or hereafter acquires any fee owned real property with which, in the case of hereafter acquired property (a) has a fair market value in excess of greater than $1,000,000, or (b) is contiguous to the Borrower’s or such Guarantor’s operations and has a fair market value greater than $500,000, or (ii) the aggregate fair market value of which when aggregated with the fair market value of all other fee owned real property owned by the Borrowers and the Guarantors not subject to a mortgage or deed of trust as described in this Section 4.4, at any time exceeds $1,000,000, the Borrowers Borrower shall, or shall cause such Guarantor to, execute and deliver to the Administrative Agent 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 real property to secure the Obligations, Hedging Liability, and Bank Product ObligationsFunds Transfer and Deposit Account Liability, shall pay all mortgage recording taxes, costs, and expenses incurred by the Administrative Agent in recording such mortgage or deed of trust, and shall supply to the Administrative Agent at the Borrowers’ Borrower’s cost and expense a survey, “Phase I” environmental report (at the reasonable request of the Administrative Agent with respect to such newly acquired real property)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 Liens permitted by this Agreement and the other Loan DocumentsAgreement) on 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.