Common use of Additional Mortgages, Etc Clause in Contracts

Additional Mortgages, Etc. From and after the Closing Date, if (i) Borrower or any Subsidiary Guarantor acquires any fee interest in real property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's or senior lienholder's consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"), Borrower or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent, in each case in form and substance satisfactory to Administrative Agent, except that in the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached hereto.

Additional Mortgages, Etc. From and after the Closing Second Restatement Date, if in the event that (i) Borrower Parent or any Subsidiary Guarantor acquires any fee interest in real property Material Real Property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property Material Real Property or any Material Leasehold Property, excluding in either the case excluding of clause (ii) above any such mixed property asset or Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower Parent and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent after use of their best efforts (any such non-excluded mixed property asset or Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower Parent or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, (A) a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"“Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Second Restatement Date if such Additional Mortgaged Property were a Closing Second Restatement Date Mortgaged Property or that may otherwise be reasonably required by Administrative Agent, in each case in form Agent and substance satisfactory to Administrative Agent, except that (B) in the case of an Additional Mortgaged Property consisting of a any such Material Leasehold Property, if a Parent or any Subsidiary is able to obtain using commercially reasonable efforts, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached heretothereto.

Additional Mortgages, Etc. From and after the Closing Effective Date, if in the event that (i) Borrower Company or any Subsidiary Guarantor acquires any fee interest in real property with a value of more than $1,500,000 or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either the case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Borrower Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"“Additional Mortgage,” and together with all such Mortgages, the “Additional Mortgages”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; , and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Effective Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were a Closing Date an Existing Mortgaged Property or that may be reasonably required by Administrative Agent or Collateral Agent; provided, however, that notwithstanding anything to the contrary in each case the foregoing, Company and its Subsidiaries shall be deemed to be in form and substance satisfactory compliance with this subsection 6.9A if they perform the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are required to be delivered by Company to Administrative AgentAgent pursuant to clause (ii) or (iii) of subsection 6.1, except that so long as the fair market value of all real property for which performance under subsection 6.9A has not been made, when added to the aggregate value of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached heretoaggregate at any time.

Additional Mortgages, Etc. From and after the Closing Effective Date, if in the event that (i) Borrower Parent or any Subsidiary Guarantor acquires any fee interest in real property Material Real Property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property Material Real Property or any Material Leasehold Property, excluding in either the case excluding of clause (ii) above any such mixed property asset or Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower Parent and its Restricted Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent after use of their best efforts (any such non-excluded mixed property asset or Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower Parent or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary GuarantorGuarantor (or such later time the Administrate Agent may agree in its reasonable discretion), as the case may be, (A) a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"“Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, flood hazard certifications and evidence of flood insurance (if required), environmental reports that would have been delivered on the Closing Effective Date if such Additional Mortgaged Property were a Closing Date 2023 Mortgaged Property or that may otherwise be reasonably required by Administrative Agent, in each case in form and substance satisfactory to Administrative Agent, except that (B) in the case of an Additional Mortgaged Property consisting of a any such Material Leasehold Property, if a Parent or any Restricted Subsidiary is able to obtain using commercially reasonable efforts, a Landlord Consent and Estoppel with respect thereto and evidence (C) with respect to any Flood Hazard Property, in each in case in form and substance satisfactory to the Administrative Agent prior to filing any such Additional Mortgage: (i) the Parent’s or Subsidiary Guarantor’s written acknowledgment of receipt of written notification from the Administrative Agent (x) as to the fact that such Leasehold Additional Mortgaged Property is a Recorded Leasehold Interest shall also be required and with respect Flood Hazard Property, (y) as to all Additional Mortgaged Properties a survey, whether the community in which must contain a certification from the surveyor each such Flood Hazard Property is located is participating in the form National Flood Insurance Program and (z) such other flood hazard determination forms, notices and confirmations thereof as requested by the Administrative Agent and the Lenders; and (ii) copies of EXHIBIT XIX attached heretoinsurance policies or certificates of insurance of the Parent or Subsidiary Guarantor evidencing flood insurance reasonably satisfactory to the Administrative Agent and the Lender and naming the Administrative Agent as loss payee on behalf of the Lenders.

Additional Mortgages, Etc. From and after the Closing Effective Date, if in the event that (i) Borrower or any Subsidiary Guarantor Loan Party acquires any fee interest in real property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower or such Subsidiary Guarantor other Loan Party shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"“Additional Mortgage”), in proper form for recording duly recorded in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Effective Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent, in each case in form and substance satisfactory to Administrative Agentincluding, except that without limitation, in the case of an any Additional Mortgaged Property consisting of a Material Leasehold Property, (a) a Landlord Consent and Estoppel with respect thereto and (b) evidence that such Material Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached heretoInterest.

Additional Mortgages, Etc. From and after the Closing Effective Date, if in the event that (i) Borrower (x) Company or any Subsidiary Guarantor acquires any fee interest in real property with a value of more than $1,500,000 or any Material Leasehold Property or (y) any fee interest in real property or leasehold interest previously acquired by Company or any Subsidiary Guarantor and not included in the prior clause (x) has a book value of more than $1,500,000 or becomes a Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either the case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Borrower Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"“Additional Mortgage,” and together with all such Mortgages, the “Additional Mortgages”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; , and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Effective Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were a Closing Date an Existing Mortgaged Property or that may be reasonably required by Administrative Agent or Collateral Agent; provided, however, that notwithstanding anything to the contrary in each case the foregoing, Company and its Subsidiaries shall be deemed to be in form and substance satisfactory compliance with this subsection 6.9A if they perform the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are required to be delivered by Company to Administrative AgentAgent pursuant to clause (ii) or (iii) of subsection 6.1, except that so long as the fair market value of all real property for which performance under subsection 6.9A has not been made, when added to the aggregate value of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached heretoaggregate at any time.

Additional Mortgages, Etc. From and after the Closing Date, if in the event that (i) Borrower Company or any Subsidiary Guarantor acquires any fee interest or freehold interest in real property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest or freehold interest in real property or any Material Leasehold Property, in either the case of clause (ii) above, excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower Company and its Subsidiaries have attempted in good faith, but are unable, unable to obtain such lessor's or senior lienholder's consent after use of their best efforts (any such non-non- excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTYAdditional Mortgaged Property"), Borrower Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and and, where applicable, notarized Mortgage (an "ADDITIONAL MORTGAGEAdditional Mortgage"), in proper form for recording duly recorded or registered in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisals, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were (y) a Post-Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent, in each case in form and substance satisfactory to Administrative Agent, except that in the case of an Additional Mortgaged Property consisting located in any jurisdiction other than the United Kingdom and (z) the U.K. Subsidiary Mortgaged Property in the case of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all an Additional Mortgaged Properties a survey, which must contain a certification from the surveyor Property located in the form of EXHIBIT XIX attached heretoUnited Kingdom, or in each case that may be reasonably required by Agent. Company will, and will cause each applicable Subsidiary to cause any Additional Mortgaged Property located in Canada not to be designated or listed for regulation by any conservation authority under the Conservation Authorities Act (Ontario) (or, if designated or 126 listed, Company will, and will cause each applicable Subsidiary to cause such Additional Mortgaged Property to comply with such regulations).

Additional Mortgages, Etc. From and after the Closing Date, if in the event that (i) Borrower Company or any Subsidiary Guarantor acquires any fee interest in real property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property property, (a) in each case, reasonably determined by Administrative Agent to be of material value as Collateral or any Material Leasehold Propertyof a material importance to the operations of Company and its Subsidiaries, and (b) in either the case of clause (ii), excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's or senior lienholder's ’s consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the 100 case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"“Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent, in each case in form and substance satisfactory to Administrative Agent, except that in the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached hereto.

Additional Mortgages, Etc. From and after the Closing Date, if in the event that (i) any Offshore Guarantor, any Borrower or any Subsidiary Guarantor acquires any fee interest in real property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor or Offshore Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either the case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or (in the case of clause (ii) above) then-existing senior lienholder, where Borrower Holdings and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's or senior lienholder's consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"), Company, such other Borrower, such Offshore Borrower or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent; provided, in each case in form and substance satisfactory to Administrative Agenthowever, except that in any such Mortgage delivered by Offshore Borrower or any Offshore Guarantor shall only secure the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached heretoOffshore Obligations.

Additional Mortgages, Etc. From and after the Closing Date, if at the request of Administrative Agent in its discretion, in the event that (i) Borrower or any Subsidiary Guarantor acquires any fee interest in material real property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in material real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or (in the case of clause (ii) above) then-existing senior lienholder, where any or all of Borrower and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's or senior lienholder's consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"), Borrower or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Credit Party in such Additional Mortgaged Property; and such Leasehold Collateral Assignments, Leasehold Consent and Estoppels, opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent, in each case in form and substance satisfactory to Administrative Agent, except that in the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached hereto.

Additional Mortgages, Etc. From and after the Closing Restatement Effective Date, if (i) Borrower or any Restricted Subsidiary Guarantor acquires any fee interest in real property any, or any a Real Property Asset becomes a, Material Fee Property or a Material Leasehold Property (including as a result of the exercise of a Real Estate Option), or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, (X) Borrower shall, or shall cause the applicable Restricted Subsidiary to, deliver to Administrative Agent those reports and certificates described under subsection B of Schedule 6.15 annexed hereto with respect to any such Material Fee Property or Material Leasehold Property (to the extent not previously delivered) and (Y) in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower and its Subsidiaries have attempted in good faith, but are unable, unable to obtain such lessor's or senior lienholder's ’s consent after use of their best using commercially reasonable efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, all of the items required to be delivered in connection with the Existing Mortgages (to the extent not previously delivered). Notwithstanding the foregoing, this subsection 6.9B shall not apply to any Real Property Asset to the extent Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a fully executed Lien and/or title and notarized Mortgage (an "ADDITIONAL MORTGAGE"), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, documents, extended title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent, in each case in form and substance satisfactory to Administrative Agent, except that in the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached heretoinsurance thereon.

Additional Mortgages, Etc. From and after the Closing Date, if in the event that (i) Borrower or any Subsidiary Guarantor Loan Party acquires any fee or freehold interest in real property or any Material Leasehold Property with a fair market value in excess of $1,000,000 (unless otherwise permitted by Agent in its reasonable discretion) or (ii) at the time any Person becomes a Subsidiary GuarantorLoan Party, such Person owns or holds any fee or freehold interest in real property or any Material Leasehold PropertyProperty with a fair market value in excess of $1,000,000, in either the case of clause (ii) above, excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower and its Subsidiaries have attempted in good faith, but are unable, unable to obtain such lessor's or senior lienholder's consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTYAdditional Mortgaged Property"), Borrower or such Subsidiary Guarantor Loan Party shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary GuarantorLoan Party, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGEAdditional Mortgage"), in proper form for recording duly recorded in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent, in each case in form and substance satisfactory to Administrative Agent, except that in the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached hereto.

Additional Mortgages, Etc. From and after the Closing Effective Date, if (i) Borrower or any Subsidiary Guarantor acquires any fee interest in real property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent after use of their best commercially reasonable efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"“Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisals, documents, title insurance, insurance and environmental reports that would have been delivered on the Closing Effective Date if such Additional Mortgaged Property were a Closing an Effective Date Mortgaged Property or that may be reasonably required by Administrative Agent, in each case in form and substance satisfactory to Administrative Agent, except that in the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached hereto.

Additional Mortgages, Etc. From and after the Closing Effective Date, if (i) Borrower or any Subsidiary Guarantor acquires any fee interest in real property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent after use of their best commercially reasonable efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"“Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisals, documents, title insurance, insurance and environmental reports that would have been delivered on the Closing Effective Date if such Additional Mortgaged Property were a Closing Date Mortgaged the Acquisition Real Property or that may be reasonably required by Administrative Agent, in each case in form and substance satisfactory to Administrative Agent, except that in the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached hereto.

Additional Mortgages, Etc. From and after the Closing Date, if in the event that (i) Borrower Company or any Subsidiary Guarantor acquires any fee interest in real property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property property, (a) in each case, reasonably determined by Administrative Agent to be of material value as Collateral or any Material Leasehold Propertyof a material importance to the operations of Company and its Subsidiaries, and (b) in either the case of clause (ii), excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's or senior lienholder's ’s consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"“Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent, in each case in form and substance satisfactory to Administrative Agent, except that in the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached hereto.

Additional Mortgages, Etc. From and after the Closing Effective Date, if (i) Borrower or any Subsidiary Guarantor acquires any fee interest in real property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's or senior lienholder's consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTYAdditional Mortgaged Property"), Borrower or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGEAdditional Mortgage"), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, documents, title insurance, environmental reports that would have been delivered on the Closing Effective Date if such Additional Mortgaged Property were a Closing Date New Mortgaged Property or that may be reasonably required by Administrative Agent, in each case in form and substance satisfactory to Administrative Agent, except that in the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT Exhibit XIX attached hereto.

Additional Mortgages, Etc. From and after the Closing Date, if in the event that (i) Borrower Company or any Subsidiary Guarantor acquires any fee interest in real property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"“Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, documents, title insurance, documents and environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative AgentProperty, in each case in form and substance satisfactory to Administrative Agenttogether with, except that in the case of an Additional Mortgaged Property consisting of a Material Leasehold Property, a Landlord Consent and Estoppel with respect thereto (except in cases where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such Landlord Consent and Estoppel) and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also Interest, or that may be reasonably required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached heretoby Administrative Agent.

Additional Mortgages, Etc. From and after the Closing Date, if in the event that (i) Borrower Company or any Subsidiary Guarantor acquires any fee interest in real property (including any such fee property that is part of the Like-Kind Exchange Assets) or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset (other than any asset that is part of the Like-Kind Exchange Assets) the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"“Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, documents, title insurance, documents and environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative AgentProperty, in each case in form and substance satisfactory to Administrative Agenttogether with, except that in the case of an Additional Mortgaged Property consisting of a Material Leasehold Property, a Landlord Consent and Estoppel with respect thereto (except in cases where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such Landlord Consent and Estoppel) and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also Interest, or that may be reasonably required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached heretoby Administrative Agent.

Additional Mortgages, Etc. From and after the Closing Date, if in the event that (i) Borrower Company or any Subsidiary Guarantor acquires any fee interest in real property on which an antenna or tower is located or with a fair market value in excess of $1,000,000 or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any such fee interest in real property or any Material Leasehold Property, in either the case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower Company and its Subsidiaries have attempted in good faithfaith using best efforts, but are unable, to obtain such lessor's or senior lienholder's consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"), Borrower Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Post-Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent; provided however, in each case in form that notwithstanding the foregoing, Company and substance satisfactory to Administrative Agent, except that in the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that any such Leasehold Property is a Recorded Leasehold Interest Subsidiary Guarantor shall also not be required and to comply with the provisions of this subsection 6.9 prior to the time at which compliance is required with respect to all Additional Post-Closing Date Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached heretounder subsection 6.12.

Additional Mortgages, Etc. From and after the Closing RestatementFourth Amendment Effective Date, if (i) Borrower or any Restricted Subsidiary Guarantor acquires any fee interest in real property any, or any a Real Property Asset becomes a, Material Fee Property or a Material Leasehold Property (including as a result of the exercise of a Real Estate Option), or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, (X) Borrower shall, or shall cause the applicable Restricted Subsidiary to, deliver to Administrative Agent those reports and certificates described under subsection B of Schedule 6.15 annexed hereto with respect to any such Material Fee Property or Material Leasehold Property (to the extent not previously delivered) and (Y) in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower and its Subsidiaries have attempted in good faith, but are unable, unable to obtain such lessor's or senior lienholder's ’s consent after use of their best using commercially reasonable efforts (any such non-excludednon excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully all of the items required to befully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"), Mortgages with respect thereto in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering title insurance policies materially consistent with the interest of Existing Title Policies (with such Loan Party in such Additional Mortgaged Propertyendorsements and affirmative insurance as Administrative Agent may reasonably request; and such opinionsprovided that, documents, title insurance, environmental reports that would have been delivered on the Closing Date if as to any such Additional Mortgaged Property were a Closing Date Mortgaged Property that at the time of acquisition by the Borrower or such Subsidiary Guarantor is either then currently under material construction or that may has otherwise recently completed material construction but for which inchoate mechanics liens related thereto that are not then time-barred if not otherwise filed of record, the Borrower or such Guarantor, as applicable, shall not be reasonably required by Administrative Agentobligated to provide any indemnities to a Title Company to induce such Title Company to insure against, in each case in form and substance satisfactory or delete the exception to Administrative Agentcoverage for, except that in loss arising from inchoate mechanics liens, so long as the case of an Lien on the Additional Mortgaged Property consisting shall at all times be First Priority; provided, further however, that the Borrower shall use commercially reasonable efforts to cause the Title Company to deliver an endorsement to the applicable title insurance policy insuring against such inchoate mechanics liens after such time following completion of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also construction as would be required for such inchoate mechanics liens to be time-barred if not filed of record) and all of the other items previously delivered in connection with respect the Existing MortgagesMortgaged Properties (to all Additional Mortgaged Properties the extent reasonably requested by Administrative Agent and not previously delivered). Notwithstanding the foregoing, this subsection 6.9B shall not apply to any Real Property Asset to the extent Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached heretoLien and/or title and extended title insurance thereon.

Additional Mortgages, Etc. From and after the Closing Date, if in the event that (i) Borrower or any Subsidiary Guarantor Loan Party acquires any fee interest in real property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's or senior lienholder's consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTYAdditional Mortgaged Property"), Borrower Company or such Subsidiary Guarantor other Loan Party shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGEAdditional Mortgage"), in proper form for recording duly recorded in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent, in each case in form and substance satisfactory to Administrative Agentincluding, except that without limitation, in the case of an any Additional Mortgaged Property consisting of a Material Leasehold Property, (a) a Landlord Consent and Estoppel with respect thereto and (b) evidence that such Material Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached heretoInterest.

Additional Mortgages, Etc. From and after the Closing Amendment No. 3 Effective Date, if in the event that (i) Borrower Parent or any Subsidiary Guarantor acquires any fee interest in real property Material Real Property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property Material Real Property or any Material Leasehold Property, excluding in either the case excluding of clause (ii) above any such mixed property asset or Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower Parent and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent after use of their best efforts (any such non-excluded mixed property asset or Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower Parent or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, (A) a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"“Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Amendment No. 3 Effective Date if such Additional Mortgaged Property were a Closing Date Amendment No. 3 Mortgaged Property or that may otherwise be reasonably required by Administrative Agent, in each case in form Agent and substance satisfactory to Administrative Agent, except that (B) in the case of an Additional Mortgaged Property consisting of a any such Material Leasehold Property, if a Parent or any Subsidiary is able to obtain using commercially reasonable efforts, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached heretothereto.

Additional Mortgages, Etc. From and after the Closing Date, if (i) Borrower or any Subsidiary Guarantor acquires any fee interest in real property Material Real Property or any Material Leasehold Property Property; or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property Material Real Property or any Material Leasehold Property, in either the case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Borrower and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "ADDITIONAL MORTGAGED PROPERTY"“Additional Mortgaged Property”), Borrower or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an "ADDITIONAL MORTGAGE"“Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, Survey and environmental reports that either would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent, in each case case, in form and substance satisfactory to Administrative Agent, except . Borrower further covenants and agrees that the fair market value of all fee interests in real property owned or acquired by Borrower or any Subsidiary Guarantor that are not included within the definitions of “Material Real Property” and “Additional Mortgaged Property” shall not exceed $5,000,000 in the case of an Additional Mortgaged Property consisting of a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest shall also be required and with respect to all Additional Mortgaged Properties a survey, which must contain a certification from the surveyor in the form of EXHIBIT XIX attached heretoaggregate.