Common use of After Acquired Real Property Clause in Contracts

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “After Acquired Property”)) (x) with a Current Value (as defined below) in excess of $1,000,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $200,000 in the case of a leasehold interest, promptly so notify the Collateral AgentAdministrative Agent in writing, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith good‑faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the “Current Value”). The Collateral Administrative Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require a Mortgage and any of the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord’s waiver. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall shall, as soon as practicable but in any event within 90 days thereafter, furnish to the Lead Collateral Agent as promptly as reasonably practicable any of the followingfollowing so required by the Administrative Agent, each in form and substance reasonably satisfactory to the Collateral Administrative Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; , (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Administrative Agent, desirable to create and perfect a valid and enforceable first priority lien (subject to Permitted Liens having priority as a matter of applicable law) on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Agent Parties and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Lead Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Administrative Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Lead Collateral Agent by a company reasonably satisfactory to the Administrative Agent, (vi) in the case of a ‑76‑ leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee, if requested by the Administrative Agent) with respect to such real property and the Lead Collateral Agent, (viii) if requested by Administrative Agent, a certified appraisal of such real property performed in accordance with (A) The Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time, and (B) the Administrative Agent’s appraisal requirements by an appraiser selected and retained by the Administrative Agent, and (viix) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Administrative Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o6.01(l).

After Acquired Real Property. Upon Subject to the acquisition by it last sentence of this Section 9.10, if any U.S. Loan Party hereafter acquires any Real Property, fixtures or any of its Domestic Subsidiaries other property that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquiredkind or nature described in the Mortgages and such Real Property, the fixtures or other property is adjacent to, contiguous with or necessary or related to or used in connection with any Real Property then subject to a Mortgage, or if such Real Property is not adjacent to, contiguous with or related to or used in connection with such Real Property, then if such Real Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the real propertynumber of parcels) has a fair market value in an amount greater than $10,000,000 (or if a Default or Event of Default exists, and either an appraisal or such Loan Party’s good-faith estimate then regardless of the current fair market value of such real property after taking into account assets), without limiting any liabilities with respect thereto that impact other rights of Agent or any Lender, or duties or obligations of any U.S. Loan Party, promptly upon Agent’s request, such fair market value. The Collateral Agent shall notify such U.S. Loan Party within ten (10) Business Days shall execute and deliver to Agent a mortgage, deed of receipt of notice from the Administrative Borrower whether it intends trust or deed to require any of the Real Property Deliverables referred to below. Upon receipt of such noticesecure debt, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral as Agent as promptly as reasonably practicable the followingmay determine, each in form and substance reasonably substantially similar to the Mortgages and as to any provisions relating to specific state laws satisfactory to Agent and in form appropriate for recording in the Collateral Agent: (i) real estate records of the jurisdiction in which such Real Property or other property is located granting to Agent a Mortgage with respect to valid Lien and mortgage on such real property and related assets located at the After Acquired Real Property, duly executed by fixtures or other property (except as such Loan Party and in recordable form; (ii) evidence of would otherwise be permitted to incur hereunder or under the recording of the Mortgage referred Mortgages or as otherwise consented to in clause (iwriting by Agent) above and such other agreements, documents and instruments as Agent may require in connection therewith. Notwithstanding the foregoing to the contrary, the Loan Parties will not be required to grant Liens or execute Mortgages on such office or offices as may be necessary or, in after-acquired Real Property unless Liens and Mortgages are granted and executed on such after-acquired Real Property to secure the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) Senior Notes or to otherwise protect the rights of extent permitted under the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectivelySenior Note Indenture, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o)Additional Notes.

After Acquired Real Property. Upon Within ninety (90) days after the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset Property by a Loan Party (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of later date as the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Administrative Agent shall notify may agree in its sole discretion) such Loan Party within ten (10) Business Days of receipt of notice from shall deliver to the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish Agent (for distribution to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (iLenders) a Mortgage with respect to on such real property Material Real Property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in shall cause clause (ie) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported Guarantee Requirement to be covered thereby (subject to Permitted Liens) or to otherwise protect satisfied with respect thereto. Notwithstanding the rights foregoing, none of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such Loan Parties shall deliver an executed counterpart to any Mortgage for any real property, certified property prior to the Collateral date on which the Administrative Agent shall have notified the Company in writing that the Administrative Agent has completed flood insurance due diligence and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title flood insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments compliance with respect to such real property; provided that, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers Loan Party shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel not be in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations default under this Section 7.01(o)5.13 for failure to (i) deliver a Mortgage and/or (ii) cause clause (c) of the Collateral and Guarantee Requirement to be satisfied within such 90-day period if such failure is due to the lack of receipt of the aforementioned written notification from the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, no Mortgage shall be executed and delivered by a Loan Party in accordance with the terms of this Section 5.13 unless and until each Lender has received at least twenty (20) days prior notice thereof from the Administrative Agent, together with (at least twenty (20) days in advance of such execution and delivery) the documents described in subclauses (iii) and (iv) of clause (e) of the definition of “Collateral and Guarantee Requirement”; provided that, the applicable Loan Party shall not be in default under this Section 5.13 for failure to deliver a Mortgage within such ninety (90) day period if such failure is due to the Administrative Agent’s failure to deliver twenty (20) days’ prior notice to each Lender and such accompanying documents as required hereunder.

After Acquired Real Property. Upon the acquisition by it If any Borrower or Guarantor hereafter acquires any Real Property, fixtures or any other property related thereto, then if such Real Property, fixtures or other property at any location (or series of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”)adjacent, as soon as reasonably practicable so notify the Collateral Agentcontiguous or related locations, setting forth with specificity a description and regardless of the interest acquirednumber of parcels) has a fair market value in an amount equal to or greater than $3,000,000 (or if a Default or Event of Default exists, the location then regardless of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current fair market value of such real property after taking into account assets), without limiting any liabilities with respect thereto that impact other rights of Agent or any Lender, or duties or obligations of any Borrower or Guarantor, promptly upon Agent’s request, such fair market value. The Collateral Borrower or Guarantor shall execute and deliver to Agent shall notify such Loan Party within ten (10) Business Days a mortgage, deed of receipt of notice from the Administrative Borrower whether it intends trust or deed to require any of the Real Property Deliverables referred to below. Upon receipt of such noticesecure debt, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral as Agent as promptly as reasonably practicable the followingmay determine, each in form and substance reasonably satisfactory to Agent and as to any provisions relating to specific state laws satisfactory to Agent and in form appropriate for recording in the Collateral Agent: real estate records of the jurisdiction in which such Real Property or other property is located granting to Agent a first and only lien and mortgage on and security interest in such Real Property, fixtures or other property (iexcept as such Borrower or Guarantor would otherwise be permitted to incur hereunder or under its Guaranty, as applicable, or as otherwise consented to in writing by Agent ) and such other agreements, documents and instruments as Agent may reasonable require in connection therewith. Notwithstanding any provisions to the contrary herein, no Borrower or Guarantor shall be required to deliver to Agent a Mortgage with respect mortgage, deed of trust or deed to secure debt if the Real Property to be secured thereby is a leasehold interest, and the granting of such security interest is prohibited under the lease and the landlord has withheld its consent to such real property and related assets located at the After Acquired Propertysecurity interest. Except as provided in Section 9.8 hereof or if Agent’s prior written consent shall have been obtained, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred no Borrower shall grant to in clause (i) above in such office any Person other than Agent a lien on or offices as may be necessary or, security interest in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented outlocated on 000-of-pocket fees and expenses000 00xx Xxxxxx, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionXxxxxxxx, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o)Xxx Xxxx.

After Acquired Real Property. Upon Without affecting the acquisition by it obligations of any of the Company or any of its Domestic Subsidiaries under any of the Security Documents, in the event that is a Loan any Credit Party at any time after the date hereof of acquires (whether as an owner, a lessee or otherwise) any Material Real Estate Asset interest in any real Property (each such interest being interest, an “"After Acquired Real Property”"), as soon as reasonably practicable so notify such Credit Party shall immediately provide written notice thereof to the Collateral AgentPurchaser, setting forth with specificity a description of the interest acquired, the identity of the acquirer, the location of the real propertyAfter Acquired Real Property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value Fair Market Value of such real property after taking into account any liabilities with respect thereto that impact property. As soon as practicable thereafter, such fair market value. The Collateral Agent Credit Party shall notify such Loan Party within ten (10) Business Days of receipt of notice from cause the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage acquirer with respect to such real property After Acquired Real Property to execute and related assets located at deliver to the Purchaser a Mortgage substantially in the form of the document set forth as Exhibit G hereto (with appropriate local variations and appropriate variations if the After Acquired PropertyReal Property covered thereby is a fee interest), duly executed by together with (x) such Loan Party and in recordable form; (ii) evidence of the recording of other documents and instruments described in Section 5.9(g) and (y) an environmental review and audit report as described in Section 9.13, all as the Mortgage referred to in clause (i) above in Purchaser shall reasonably require. In no event shall any title insurance policy covering such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Real Property purported obtained pursuant to the requirements set forth herein be covered thereby (subject to Permitted Liens) or to otherwise protect in an amount which is less than the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey Fair Market Value of such real property, certified After Acquired Real Property. Such Credit Party shall also deliver to the Collateral Agent and to the issuer Purchaser one or more opinions of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient counsel for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, Company or such Subsidiary (vincluding opinions of local counsel) if requested, Phase I Environmental Site Assessments covering such legal matters with respect to such real propertymortgages, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, trust deeds and (vi) such other instruments and documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent Purchaser may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)request. The Borrowers applicable Credit Party shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket including, without limitation, attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionfor the Purchaser, and all title insurance charges and premiums, in connection with each Loan Party’s its obligations under this Section 7.01(o)9.5.

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”") (x) with a Current Value (as defined below) in excess of $1,000,000 in the case of a fee interest, or (y) requiring, in the case of a leasehold interest, the payment of annual minimum fixed rent exceeding in the aggregate $750,000 (if the Lease term (including extensions) is less than five years) or $250,000 (if the Lease term (including extensions) is equal to or greater than five years), as soon as reasonably practicable immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or Landlord's Agreement (pursuant to Section 6.01(i) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the reasonable good faith opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Agent and the Lenders thereunder, ; (iii) in the case of a Title Insurance Policyfee interest, (iv) a title insurance policy, a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception Agent and issue survey-related endorsements, (v) if requested, a Phase I Environmental Site Assessments Assessment with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent; (iv) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto; (v) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Agent; and (vi) such other documents reasonable and customary or instruments (including including, without limitation, guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi)require, collectivelyprovided, however, that nothing contained herein shall be deemed a modification of any other provisions of this Agreement restricting Acquisitions or investments by the “Real Property Deliverables”)Loan Parties. The Borrowers Key Loan Parties shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o6.01(i).

After Acquired Real Property. Upon the acquisition by it If any Borrower or Guarantor hereafter acquires any Real Property, fixtures or any of its Domestic Subsidiaries other property that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquiredkind or nature described in the Mortgages and such Real Property, the fixtures or other property is adjacent to, contiguous with or necessary or related to or used in connection with any Real Property then subject to a Mortgage, or if such Real Property is not adjacent to, contiguous with or related to or used in connection with such Real Property, then if such Real Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the real propertynumber of parcels) has a fair market value in an amount equal to or greater than $1,000,000 (or if an Event of Default exists, and either an appraisal or such Loan Party’s good-faith estimate then regardless of the current fair market value of such real property after taking into account assets), without limiting any liabilities with respect thereto that impact other rights of Agent or any Lender, or duties or obligations of any Borrower or Guarantor, promptly upon Agent’s request, such fair market value. The Collateral Borrower or Guarantor shall execute and deliver to Agent shall notify such Loan Party within ten (10) Business Days a mortgage, deed of receipt of notice from the Administrative Borrower whether it intends trust or deed to require any of the Real Property Deliverables referred to below. Upon receipt of such noticesecure debt, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral as Agent as promptly as reasonably practicable the followingmay determine, each in form and substance reasonably substantially similar to the Mortgages and as to any provisions relating to specific state laws satisfactory to Agent and in form appropriate for recording in the Collateral real estate records of the jurisdiction in which such Real Property or other property is located granting to Agent a first and only lien and mortgage on and security interest in such Real Property, fixtures or other property (except as such Borrower or Guarantor would otherwise be permitted to incur hereunder or under the Mortgages or as otherwise consented to in writing by Agent: (i) and such other agreements, documents and instruments as Agent may require in connection therewith provided, that, as to any such Real Property that is not adjacent, contiguous or related to Real Property then subject to a Mortgage Mortgage, if the purchase price for such Real Property is paid with the initial proceeds of a loan from a financial institution giving rise to Indebtedness permitted under Section 9.9(b) hereof, then such Borrower or Guarantor shall not be required to execute and deliver such mortgage, deed of trust or deed to secure debt in favor of Agent with respect to such real property and related assets located at the After Acquired Real Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or Acquire any of its Domestic Subsidiaries that is a Loan Party fee interest in Real Property after the date hereof with a Current Value (as defined below) in excess of any Material Real Estate Asset $500,000 (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agentwithout (a) promptly notifying Agent thereof, setting which notice shall set forth with specificity a description of the interest acquired, the location of the real propertyReal Property, and any structures or improvements thereon, either an appraisal or the applicable Parent Holdco’s or such Loan PartySubsidiary’s good-faith estimate of the current value of such real property after taking into account Real Property (for purposes of this Section, the “Current Value”), and copies of any liabilities purchase money mortgages with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten and (10b) Business Days of receipt of notice from to the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired extent such After Acquired Property shall furnish is not subject to a purchase money Lien the Collateral terms of which prohibit Agent as promptly as reasonably practicable from receiving a Lien thereon, if requested by Agent, furnishing to Agent, within a reasonable time following Agent’s request therefor, the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property Real Property and related assets located at the After Acquired Property, each duly executed by such the applicable Loan Party or Subsidiary and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Agent and the Lenders thereunder, (iii) a Title Insurance Policytitle insurance policy satisfactory to Agent, (iv) a survey of such real propertyReal Property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy title insurance policy referred to in clause (iii) above by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (viv) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o)require.

After Acquired Real Property. Upon Subject to Section 6.01(b)(iii), upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”)") (x) with a Current Value (as defined below) in excess of $300,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 in the case of leasehold interest, promptly so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and any structures or improvements thereon and, in the case of a fee interest in After Acquired Property, either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market valueAfter Acquired Property (for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord's waiver (pursuant to Section 6.01(m)). Upon Promptly, but in any event, within 30 days of receipt of such noticenotice requesting a Mortgage, the Loan Party that which has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property After Acquired Property and related assets located at the After Acquired Property (which, in the case of a leasehold interest in After Acquired Property, shall be on a commercially reasonable efforts basis), each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real propertyAfter Acquired Property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real propertyAfter Acquired Property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and (vivii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o6.01 (o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “After Acquired Property”)) (x) with a Current Value (as defined below) in excess of $175,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $100,000 in the case of leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the “Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord’s waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall immediately furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage and an Environmental Indemnity Agreement with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Agent and the Lenders thereunder, (iii) a Title Insurance PolicyPolicy insuring each Mortgage described in clause (i) above that has been executed by the Parent or any of its Domestic Subsidiaries, (iv) a survey of such real propertyproperty owned or leased by the Parent or any of its Domestic Subsidiaries, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable (and in any event within sixty (60) days thereafter) the following, each in form and substance reasonably satisfactory to the Collateral AgentRequired Lenders: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral AgentAgent or the Required Lenders, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent applicable Loan Party and to the issuer of the Title Insurance Policy by a reputable licensed professional surveyor reasonably satisfactory to the Collateral Agent, surveyor; provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral AgentRequired Lenders, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent or the Required Lenders may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party (other than Foreign Subsidiaries) after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “After Acquired Property”), as soon as reasonably practicable immediately so notify the Collateral Administrative Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal any structures or such Loan Party’s good-faith estimate improvements thereon, the nature of the current business to be conducted thereat and the approximate fair market value of such real property after taking into account any liabilities with respect thereto that impact such fair market valuethe Collateral to be located thereon. The Collateral Administrative Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or, in the case of leasehold, a landlord’s waiver; provided, however, that Administrative agent shall not require a Mortgage with respect to any owned real property having a fair market value of less than $250,000. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall immediately furnish to the Collateral Administrative Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Administrative Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Administrative Agent and the Lenders thereunder, ; (iii) a Title Insurance Policy, ; (iv) a current ALTA survey of such real property, certified to the Collateral Administrative Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Administrative Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, containing a flood plain certification; (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Administrative Agent by a company reasonably satisfactory to the Collateral Administrative Agent, and ; (vi) in the case of a leasehold interest, a copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto; and (vii) such other documents reasonable and customary documents, instruments or instruments (including guarantees and enforceability legal opinions of counsel) as the Collateral Administrative Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o6.01(k).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable promptly so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord's waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall as soon as practicable furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage and, if requested, an Environmental Indemnity Agreement with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o).

After Acquired Real Property. Upon Each Grantor shall, upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party such Grantor thereof after the date hereof of the Indenture of any Material Real Estate interest (whether fee or leasehold) in any real property (wherever located) other than an interest constituting an Excluded Asset (each such interest being an “"After Acquired Property”)") (x) with a Current Value (as defined below) in excess of $750,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $100,000 in the case of a leasehold interest, promptly so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s Grantor's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower Grantor whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord waiver (pursuant to Section 5(a)). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Grantor which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; , (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Collateral Agent and the Lenders Trustee and the Holders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requestedat the Collateral Agent's reasonable request, Phase I Environmental Site Assessments Assessments, or such other non-intrusive and non-Phase II environmental assessment as the Collateral Agent may reasonably request, with respect to such real property, certified to the Collateral Agent by a company consultant reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers applicable Grantor shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s such Grantor's obligations under this Section 7.01(o5(e)(iii).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”)") (x) with a Current Value (as defined below) in excess of $500,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $360,000 in the case of leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any a Mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage or landlord's waiver (pursuant to Section 7.01(q) hereof). Within 10 days of the Real Property Deliverables referred to below. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) to the extent available, a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, use commercially reasonable efforts to obtain a consent, attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o7.01(n).

After Acquired Real Property. Upon the ---------------------------- acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”)") (x) with a ----------------------- Current Value in excess of $5,000,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $2,500,000 in the case of a leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(the "Current Value"). The ------------- Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the followingfollowing (unless otherwise agreed to by the Collateral Agent in the exercise of its sole discretion), each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; , (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a an ALTA survey (or such other survey thereof satisfactory to the Collateral Agent, and otherwise in form and substance acceptable to the Collateral Agent in its sole discretion, exercised reasonably) of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, to the extent reasonably available, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o8.01(m).. ---------------

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”)") (x) with a Current Value in excess of $5,000,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $2,500,000 in the case of a leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the followingfollowing (unless otherwise agreed to by the Collateral Agent in the exercise of its sole discretion), each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; , (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a an ALTA survey (or such other survey thereof consistent with the requirements set forth on Schedule 8.01(q), and otherwise in form and substance acceptable to the Collateral Agent in its sole discretion, exercised reasonably) of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, to the extent reasonably available, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o8.01(m).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset fee-owned interest (whether fee or leasehold) in any real property (wherever located) (each such fee-owned interest being an “"After Acquired Property”)") with a Current Value (as defined below) in excess of $500,000, as soon as reasonably practicable immediately so notify the Collateral Agent, setting forth with specificity a description of the fee-owned interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to below. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) on the property purported to be covered thereby or to otherwise protect the rights of the Agents Agent and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments ESAs with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o6.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the “Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a landlord’s waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall furnish to promptly negotiate and enter into with the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral AgentAgents: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral AgentAgents, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent Agents and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsementsAgents, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, and (vivii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent Agents may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or If any of its Domestic Subsidiaries that is a Loan Party Borrower acquires any fee interest in any Real Property after the date hereof of any Material Real Estate Asset Closing Date (each such interest being an “After Acquired Property”wherever located), as soon as reasonably practicable (i) promptly, but in any event within five Business Days, so notify the Collateral Administrative Agent, setting forth with specificity a description of the interest acquired, the location of the real propertyReal Property, any structures or improvements thereon and either an appraisal or such Loan PartyBorrower’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) within 20 days (x) furnish to Administrative Agent a valid First Mortgage in favor of Administrative Agent and evidence that such First Mortgage has been recorded in the appropriate recording office or (y) in the event such after acquired Real Property will be encumbered by an After Acquired Third Party Mortgage, if permitted by the holder of the recording First Mortgage, use commercially reasonable efforts to concurrently or promptly thereafter furnish to Administrative Agent a valid Second Mortgage in favor of Administrative Agent accompanied by (A) a subordination and intercreditor agreement in form acceptable to the holder of the First Mortgage, (B) an ALTA mortgage title insurance policy from the same title insurer that issued the related First Mortgage referred to title insurance policy in clause industry standard form, (iC) above in such office or offices as may be necessary or, in the an opinion of counsel relating to the Collateral AgentSecond Mortgage, desirable including authorization, enforceability, and usury, consistent with the form of opinion delivered to create and perfect a valid and enforceable first priority lien the Administrative Agent on the After Acquired Property purported to be covered thereby Closing Date and (subject to Permitted LiensD) or to otherwise protect such survey, appraisal and environmental assessment, if any, as the rights holder of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)First Mortgage received. The Borrowers Such Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Partysuch Borrower’s obligations under this Section 7.01(o)6.14.

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party If after the date hereof any Borrower or Guarantor acquires (a) any fixtures (other than Excluded Property) or (b) any Real Property (other than Excluded Property), without limiting any other rights of an Agent or any Lender, or duties or obligations of any Material Real Estate Asset (each Borrower or Guarantor, such interest being an “After Acquired Property”), as soon as reasonably practicable so Borrower or Guarantor shall promptly notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value Agents of such real property after taking into account any liabilities new fixtures or Real Property and, upon Agents’ request, shall (i) deliver to the Collateral Agent a UCC fixture financing statement (or the information to complete a UCC fixture financing statement) with respect thereto that impact to such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any fixtures, together with a legal description of the Real Property Deliverables referred where such fixtures are located, (ii) execute and deliver to below. Upon receipt Agents a mortgage, deed of such noticetrust or deed to secure debt, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the followingAgents may determine, each in form and substance reasonably satisfactory to the Collateral Agent: Agents (iit being agreed that, if a Mortgage(s) shall have been executed in accordance with Section 4.1(m), a Mortgage with respect mortgage, deed of trust or deed to secure debt in form and substance substantially similar to such real property Mortgage(s) shall be deemed reasonably satisfactory to Agents for purposes of this Section 9.13), subject to reasonable and related assets located at customary procedures of the After Acquired Propertyapplicable jurisdiction in which the Mortgaged Property(ies) shall be located, duly executed by such Loan Party and including any provisions relating to specific state laws satisfactory to Agents and in recordable form; (ii) evidence form appropriate for recording in the real estate records of the recording jurisdiction in which such Real Property is located, which mortgage, deed of trust or deed to secure debt shall grant to Collateral Agent a second priority lien and mortgage on and security interest in such Real Property (except as such Borrower or Guarantor would otherwise be permitted to incur hereunder or under the Mortgage referred Mortgages or as otherwise consented to in clause (iwriting by Agents) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policysuch surveys, (iv) a survey of such real propertytitle reports, certified to the Collateral Agent title commitments and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agentpolicies, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception flood hazard determinations, environmental reports and issue survey-related endorsementsother agreements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, documents and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent Agents may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o)any such Real Property.

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “After Acquired Property”)) (x) with a Current Value (as defined below) in excess of $100,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $36,000 in the case of leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the “Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of a leasehold, a leasehold Mortgage or landlord’s waiver. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall immediately furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof Closing Date of any Material Real Estate Asset interest (whether fee or leasehold) in any real property wherever located, but excluding any Excluded Assets, (each such interest being an “After Acquired Property”)) (x) with a Current Value (as defined below) in excess of $750,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $100,000 in the case of a leasehold interest, promptly so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Credit Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the “Current Value”). The Collateral Agent shall notify such Loan Credit Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow (subject to the limitations contained in Section 5.1) or in the case of leasehold, a leasehold Mortgage or Landlord’s Waiver (pursuant to Section 5.12). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the following, in each case, prior to the Discharge of Term Obligations, to the extent delivered to the Senior Secured Notes Trustee or the DIP Term Loan Agent, as applicable, and thereafter, at the request of Agent, and each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; , (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable second priority (or, in the event that the Senior Term Obligations have been paid in full, first priority priority) lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Agent and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requestedat Agent’s reasonable request, Phase I Environmental Site Assessments Assessments, or such other non-intrusive and non-Phase II environmental assessment as Agent may reasonably request, with respect to such real property, certified to the Collateral Agent by a company consultant reasonably satisfactory to Agent, provided that any consultant engaged by a Credit Party in connection with the Collateral acquisition of real property shall be presumptively satisfactory to Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and Agent, and (viviii) such other LEGAL_US_E # 82813718.8 documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable attorneys’ fees (excluding any allocated costs of in-house counsel) and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Credit Party’s obligations under this Section 7.01(o)5.19.

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset fee interest in any real property (wherever located) (each such interest being an “"After Acquired Property”)") with a Current Value (as defined below) in excess of $500,000, as soon as reasonably practicable immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to below. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall furnish within ten (10) days to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) to the extent otherwise available, a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all fees expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiumspremiums and all mortgage recording taxes, in connection with each Loan Party’s 's obligations under this Section 7.01(o7.01(n).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends the Required #97100791v3 Lenders intend to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral AgentRequired Lenders: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral AgentAgent or the Required Lenders, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral AgentRequired Lenders, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral AgentRequired Lenders, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent or the Required Lenders may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “After Acquired Property”)) (x) with a Current Value (as defined below) in excess of $1,000,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $200,000 in the case of leasehold interest, promptly so notify the Collateral AgentAgent and each Lender, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the “Current Value”). The Collateral Agent or the Required Lenders shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends they intend to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord’s waiver. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall shall, as soon as practicable but in any event within 90 days thereafter, furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral AgentRequired Lenders: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral AgentAgent or the Required Lenders, desirable to create and perfect a valid and enforceable first priority lien (subject to Permitted Liens having priority as a matter of applicable law) on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Collateral Agent and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for Agent and the applicable title insurance company to remove the standard survey exception and issue survey-related endorsementsRequired Lenders, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent and the Required Lenders, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee, if requested by the Collateral Agent or the Required Lenders) with respect to such real property and the Collateral Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent or the Required Lenders may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o6.01(l).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable (and in any event within sixty (60) days thereafter) the following, each in form and substance reasonably satisfactory to the Collateral AgentRequired Lenders: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral AgentAgent or the Required Lenders, desirable to create and perfect a valid and enforceable first priority 109 KL2 3287103.6 ​ lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent applicable Loan Party and to the issuer of the Title Insurance Policy by a reputable licensed professional surveyor reasonably satisfactory to the Collateral Agent, surveyor; provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral AgentRequired Lenders, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent or the Required Lenders may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it If any Borrower or Guarantor hereafter acquires any Real Property, fixtures or any other property related thereto, then if such Real Property, fixtures or other property at any location (or series of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”)adjacent, as soon as reasonably practicable so notify the Collateral Agentcontiguous or related locations, setting forth with specificity a description and regardless of the interest acquirednumber of parcels) has a fair market value in an amount equal to or greater than $3,000,000 (or if a Default or Event of Default exists, the location then regardless of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current fair market value of such real property after taking into account assets), without limiting any liabilities with respect thereto that impact other rights of Agent or any Lender, or duties or obligations of any Borrower or Guarantor, promptly upon Agent’s request, such fair market value. The Collateral Borrower or Guarantor shall execute and deliver to Agent shall notify such Loan Party within ten (10) Business Days a mortgage, deed of receipt of notice from the Administrative Borrower whether it intends trust or deed to require any of the Real Property Deliverables referred to below. Upon receipt of such noticesecure debt, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral as Agent as promptly as reasonably practicable the followingmay determine, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and as to the issuer of the Title Insurance Policy by a licensed professional surveyor any provisions relating to specific state laws reasonably satisfactory to Agent and in form appropriate for recording in the Collateral Agentreal estate records of the jurisdiction in which such Real Property or other property is located granting to Agent a first and only lien and mortgage on and security interest in such Real Property, provided that an existing survey fixtures or other property (except as such Borrower or Guarantor would otherwise be permitted to incur hereunder or under its Guarantee, as applicable, or as otherwise consented to in writing by Agent ) and such other agreements, documents and instruments as Agent may reasonable require in connection therewith. Notwithstanding any provisions to the contrary herein, no Borrower or Guarantor shall be acceptable required to deliver to Agent a mortgage, deed of trust or deed to secure debt if sufficient for the applicable title insurance company Real Property to remove be secured thereby is a leasehold interest, and the standard survey exception granting of such security interest is prohibited under the lease and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect the landlord has withheld its consent to such real propertysecurity interest. Except as provided in Section 9.8 hereof or if Agent’s prior written consent shall have been obtained, certified no Borrower shall grant to any Person other than Agent a lien on or security interest in the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented outlocated on 000-of-pocket fees and expenses000 00xx Xxxxxx, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionXxxxxxxx, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o)Xxx Xxxx.

After Acquired Real Property. Upon the acquisition by it any Loan Party or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “After Acquired Property”)) (x) with a Current Value (as defined below) in excess of $1.00 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $500,000 in the case of leasehold interest, promptly so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the “Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord’s waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; , (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) if the Current Value of such real property exceeds $1 million, (A) a Title Insurance Policy, (ivB) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor survey or reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (vC) if requested, Phase I Environmental Site Assessments environmental assessment reports with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (iv) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (v) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Loan Parties shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s their obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the ”Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord’s waiver (pursuant to Section 7.01(m) hereof); provided that the Collateral Agent shall not require a Mortgage or a leasehold Mortgage upon the acquisition of any After Acquired Property by a Subsidiary that is a Controlled Foreign Corporation and is not a Loan Party. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall immediately furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset fee-owned interest (whether fee or leasehold) in any real property (wherever located) (each such fee-owned interest being an “"After Acquired Property”)") with a Current Value (as defined below) individually in excess of $500,000, as soon as reasonably practicable immediately so notify the Collateral Administrative Agent, setting forth with specificity a description of the fee-owned interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Administrative Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to below. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Administrative Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Administrative Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Administrative Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) on the property purported to be covered thereby or to otherwise protect the rights of the Agents Administrative Agent and the Lenders thereunder, (iii) a Title Insurance Mortgage Policy, (iv) a survey of such real property, certified to the Collateral Administrative Agent and to the issuer of the Title Insurance Mortgage Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Administrative Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Administrative Agent by a company reasonably satisfactory to the Collateral Administrative Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Administrative Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o)Section.

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends the Required Lenders intend to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral AgentRequired Lenders: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral AgentAgent or the Required Lenders, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).,

After Acquired Real Property. Upon the acquisition by it the Company or any of its Domestic Subsidiaries that is a Loan Party (as defined in the Notes) after the date hereof Closing Date of any Material Real Estate Asset fee interest in any real property (each such interest being an “After Acquired Property”), as soon as reasonably practicable the Company shall promptly so notify and provide the Collateral Agent with any information with respect thereto reasonably requested by the Collateral Agent, setting forth with specificity a description of the interest acquired. At Collateral Agent’s request, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that Person which has acquired such After Acquired Property shall shall: (A) promptly furnish to the Collateral Agent as promptly as reasonably practicable the followingfollowing documents, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage and, if requested, an environmental indemnity agreement with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Collateral Agent and the Lenders thereunder, Buyers; and (iii) a mortgagee’s loan policy, in form and substance satisfactory to the Collateral Agent, together with all endorsements made from time to time thereto, issued by or on behalf of a title insurance company satisfactory to the Collateral Agent, insuring the Lien (as defined in the Security Documents) created by a Mortgage in an amount and on terms satisfactory to the Collateral Agent, delivered to the Collateral Agent (a “Title Insurance Policy”); and (B) if required, use commercially reasonable efforts to obtain and furnish to Collateral Agent: (ivi) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, ; (vii) if requested, Phase phase I Environmental Site Assessments environmental site assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, ; and (viiii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Company shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations of the Company and/or its Subsidiaries under this Section 7.01(o4(t). For purposes of this Section 4(t), “Mortgage” means a mortgage, deed of trust or deed to secure debt, in form and substance satisfactory to the Collateral Agent, made by a mortgagee in favor of the Collateral Agent for the benefit of the Collateral Agent and the Buyers, securing all obligations hereunder and under the Transaction Documents and delivered to the Collateral Agent pursuant to Section 4(t) or otherwise.

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset fee interest in any real property (wherever located) (each such interest being an “"After Acquired Property”)") with a Current Value (as defined below) in excess of $500,000, as soon as reasonably practicable immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to below. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Agent and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it the Parent or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”)") (x) with a Current Value (as defined below) in excess of $100,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $20,000 in the case of leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s Borrower's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord's waiver (pursuant to Section 6.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage and an Environmental Indemnity Agreement with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders Agent thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor survey or reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase phase I Environmental Site Assessments environmental assessment reports with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Each Loan Party shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s their obligations under this Section 7.01(o6.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”)") (x) with a Current Value (as defined below) in excess of $250,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $100,000 in the case of leasehold interest, promptly so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and any structures or improvements thereon and, in the case of a fee interest in After Acquired Property, either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market valueAfter Acquired Property (for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten whether it intends to require a Mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage or landlord's waiver (10pursuant to Section 7.01(m) hereof). Within 15 Business Days of receipt of such notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such noticerequesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property After Acquired Property and related assets located at the After Acquired Property (which, in the case of a leasehold interest in After Acquired Property, shall be on a commercially reasonable efforts basis), each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Agents, the L/C Issuer and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real propertyAfter Acquired Property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real propertyAfter Acquired Property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and (vivii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so promptly notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent within sixty (60) days (or such longer time as promptly as reasonably practicable the Administrative Agent may agree) the following, each in form and substance reasonably satisfactory to the Collateral AgentRequired Lenders: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral AgentAgent or the Required Lenders, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent applicable Loan Party and to the issuer of the Title Insurance Policy by a reputable licensed professional surveyor reasonably satisfactory to the Collateral Agent, surveyor; provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral AgentRequired Lenders, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent or the Required Lenders may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “After Acquired Property”)) (x) with a Current Value (as defined below) in excess of $100,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $36,000 in the case of leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the “Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow and in the case of a leasehold, a landlord waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a current ALTA survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments (and additional environmental reports if requested by the Agents) with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Agent, and if requested by the Collateral Agent based upon the results of such Phase I Environmental Site Assessment, a Phase II Environmental Site Assessment, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, at the reasonable request of the Collateral Agent, a non-disturbance and attornment agreement between the landlord (and any fee mortgagee) with respect to such real property and the Agent and (viviii) such other documents reasonable and customary or documents, instruments (including guarantees and enforceability opinions of counsel) ), reports and information as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset fee interest in any real property (wherever located) (each such interest being an “After Acquired Property”)) with a Current Value (as defined below) in excess of $20,000,000 in the case of a fee interest, as soon as reasonably practicable immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the “Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to below. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, and (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o7.01(m).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”)") (x) with a Current Value (as defined below) in excess of $250,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $100,000 in the case of leasehold interest, promptly so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and any structures or improvements thereon and, in the case of a fee interest in After Acquired Property, either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market valueAfter Acquired Property (for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) whether it intends to require a Mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage. Within 15 Business Days of receipt of such notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such noticerequesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property After Acquired Property and related assets located at the After Acquired Property (which, in the case of a leasehold interest in After Acquired Property, shall be on a commercially reasonable efforts basis), each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Agents, the L/C Issuer and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real propertyAfter Acquired Property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real propertyAfter Acquired Property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and (vivii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees fees, costs and expenses, including reasonable attorneys' fees, costs and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o8.01(n).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property wherever located (each such interest being an “After Acquired Property”)) (x) with a Current Value (as defined below) in excess of $300,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 in the case of a leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of its interest in such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the “Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord’s waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall as promptly or reasonably possible furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to its interest in such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien Lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requestedrequested by the Collateral Agent, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset fee interest in any real property (wherever located) (each such interest being an “"After Acquired Property”), ") with a Current Value (as soon as reasonably practicable defined below) in excess of $500,000 promptly (but in any event within 20 days) after such acquisition so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to below. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o)0.

After Acquired Real Property. Upon the acquisition by it the Borrower or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”)") (x) with a Current Value (as defined below) in excess of $250,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $36,000 in the case of a leasehold interest, immediately so notify the Collateral AgentLender, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s the Borrower's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent Lender shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold mortgage. Upon receipt of such noticenotice requesting a mortgage, the Loan Party that Person which has acquired such After Acquired Property shall immediately furnish to the Collateral Agent as promptly as reasonably practicable Lender the following, each in form and substance reasonably satisfactory to the Collateral AgentLender: (i) a Mortgage mortgage and an Environmental Indemnity Agreement with respect to such real property and related assets located at the After Acquired Propertyassets, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral AgentLender, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders Lender thereunder, (iii) a Title Insurance Policytitle insurance policy, (iv) a survey of such real property, certified to the Collateral Agent Lender and to the issuer of the Title Insurance Policy by a licensed professional surveyor survey or reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsementsLender, (v) if requested, Phase phase I Environmental Site Assessments environmental assessment reports with respect to such real property, certified to the Collateral Agent Lender by a company reasonably satisfactory to the Collateral AgentLender, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, and (vivii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent Lender may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s its obligations under this Section 7.01(o6.01(m).

After Acquired Real Property. Upon the acquisition by it the Parent or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “After Acquired Property”)) (x) with a Current Value (as defined below) in excess of $100,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $20,000 in the case of leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan PartyBorrower’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the “Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord’s waiver (pursuant to Section 6.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage and an Environmental Indemnity Agreement with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders Agent thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor survey or reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase phase I Environmental Site Assessments environmental assessment reports with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Each Loan Party shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s their obligations under this Section 7.01(o6.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset fee interest in any real property (wherever located) (each such interest being an “After Acquired Property”)) with a Current Value (as defined below) in excess of $100,000, as soon as reasonably practicable immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(the “Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of require, in its reasonable determination, a Mortgage and the Real Property Deliverables other documents referred to below. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby Lien (subject to Permitted Liens) on the property purported to be covered thereby or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends the Required Lenders intend to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral AgentRequired Lenders: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral AgentAgent or the Required Lenders, desirable to create 118 #97889169v6 and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).,

After Acquired Real Property. Upon Promptly (and in any event within 10 days) following the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Real Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity Agent that such After Acquired Real Property was acquired and provide to the Collateral Agent a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(“Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to below. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Real Property shall immediately furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Real Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, reasonably desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require; provided that the Collateral Agent shall not require such Mortgage and other documents if the mortgage recording tax associated therewith is substantial (clauses (i)-(vi), collectively, in the “Real Property Deliverables”)reasonable judgment of the Collateral Agent) in relation to the Current Value. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon If the acquisition by it Issuer or any of its Domestic Subsidiaries Guarantor acquires property that is not automatically subject to a Loan Party after perfected security interest or Lien under the date hereof Security Documents and such property would be of any Material Real Estate Asset (each the type that would constitute Collateral, then, promptly following such interest being an “After Acquired Property”), as soon as reasonably practicable so notify acquisition the Issuer or such Guarantor will provide security interests in and liens on such property in favor of the Collateral Agent, setting forth with specificity a description Agent for its benefit and the benefit of the Trustee and the Holders and deliver certain mortgages, deeds of trust, security instruments, financing statements, title insurance policies, surveys and certificates and opinions of counsel in respect thereof as required by this Indenture and the Security Documents and as shall be reasonably necessary to vest in the Collateral Agent a perfected security interest acquired, in such property and to have such property added to the location Collateral and thereupon all provisions of this Indenture relating to the real property, Collateral shall be deemed to relate to such property to the same extent and either an appraisal or such Loan Party’s good-faith estimate of with the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market valuesame force and effect. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from Issuer and the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property Guarantors shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory Trustee at least thirty (30) days prior to the Collateral Agent: anniversary of the Issue Date in each year an Opinion of Counsel, dated as of such date, either (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (iix) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary orstating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Security Documents securing the Obligations under applicable law to the extent required by the Security Documents other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel and contain customary qualifications and exceptions and may rely on an Officers’ Certificate of the Company, and (y) stating that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent, desirable to create Agent securing the Obligations thereunder and perfect a valid and enforceable first priority lien on under the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified Security Documents with respect to the Collateral Agent and to such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment is not effective if filed at the issuer time of the Title Insurance Policy by opinion, such opinion may so state and in that case the Company and the Guarantors shall cause a licensed professional surveyor reasonably satisfactory continuation statement or amendment to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company timely filed so as to remove the standard survey exception maintain such Liens and issue survey-related endorsements, security interests securing Obligations or (vii) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiumsstating that, in connection with each Loan Party’s obligations under this Section 7.01(o)the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable (and in any event within sixty (60) days thereafter) the following, each in form and substance reasonably satisfactory to the Collateral AgentRequired Lenders: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly ​ 109 ​ executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral AgentAgent or the Required Lenders, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent applicable Loan Party and to the issuer of the Title Insurance Policy by a reputable licensed professional surveyor reasonably satisfactory to the Collateral Agent, surveyor; provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral AgentRequired Lenders, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent or the Required Lenders may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it If any Borrower or Guarantor hereafter acquires any Real Property, fixtures or any other property, then if such Real Property, fixtures or other property at any location (or series of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”)adjacent, as soon as reasonably practicable so notify the Collateral Agentcontiguous or related locations, setting forth with specificity a description and regardless of the interest acquirednumber of parcels) has a fair market value in an amount equal to or greater than $3,000,000 (or if a Default or Event of Default exists, the location then regardless of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current fair market value of such real property after taking into account assets), without limiting any liabilities with respect thereto that impact other rights of Agent or any Lender, or duties or obligations of any Borrower or Guarantor, promptly upon Agent’s request, such fair market value. The Collateral Borrower or Guarantor shall execute and deliver to Agent shall notify such Loan Party within ten (10) Business Days a mortgage, deed of receipt of notice from the Administrative Borrower whether it intends trust or deed to require any of the Real Property Deliverables referred to below. Upon receipt of such noticesecure debt, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral as Agent as promptly as reasonably practicable the followingmay determine, each in form and substance reasonably satisfactory to Agent and as to any provisions relating to specific state laws satisfactory to Agent and in form appropriate for recording in the Collateral Agent: real estate records of the jurisdiction in which such Real Property or other property is located granting to Agent a first and only lien and mortgage on and security interest in such Real Property, fixtures or other property (iexcept as such Borrower or Guarantor would otherwise be permitted to incur hereunder or under its Guaranty, as applicable, or as otherwise consented to in writing by Agent and Ableco) and such other agreements, documents and instruments as Agent may reasonable require in connection therewith. Notwithstanding any provisions to the contrary herein, no Borrower or Guarantor shall be required to deliver to Agent a Mortgage with respect mortgage, deed of trust or deed to secure debt if the Real Property to be secured thereby is a leasehold interest, and the granting of such security interest is prohibited under the lease and the landlord has withheld its consent to such real property security interest. Except as provided in Section 9.8 hereof or if Agent’s and related assets located at the After Acquired PropertyAbleco’s prior written consent shall have been obtained, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred no Borrower shall grant to in clause (i) above in such office any Person other than Agent a lien on or offices as may be necessary or, security interest in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented outlocated on 000-of-pocket fees and expenses000 00xx Xxxxxx, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionXxxxxxxx, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o)Xxx Xxxx.

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vii)- (vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-of- pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it the Parent or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “After Acquired Property”)) (x) with a Current Value (as defined below) in excess of $100,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $20,000 in the case of leasehold interest, immediately so notify the Collateral AgentLender, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan PartyBorrower’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the “Current Value”). The Collateral Agent Lender shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord’s waiver (pursuant to Section 6.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable Lender the following, each in form and substance reasonably satisfactory to the Collateral AgentLender: (i) a Mortgage and an Environmental Indemnity Agreement with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral AgentLender, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders Lender thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent Lender and to the issuer of the Title Insurance Policy by a licensed professional surveyor survey or reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsementsLender, (v) if requested, Phase phase I Environmental Site Assessments environmental assessment reports with respect to such real property, certified to the Collateral Agent Lender by a company reasonably satisfactory to the Collateral AgentLender, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Lender, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent Lender may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Each Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s their obligations under this Section 7.01(o6.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee, freehold or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”)") (x) with a Current Value (as defined below) in excess of $100,000 in the case of a fee or freehold interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $100,000 in the case of leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and any structures or improvements thereon and, in the case of a fee or freehold interest in After Acquired Property, either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market valueAfter Acquired Property (for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord's waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable Agent, upon its reasonable requests, the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders and the L/C Issuer thereunder, (iii) a Title Insurance PolicyPolicy but only to the extent such Real Property has a Current Value in excess of $500,000, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for Agent but only to the applicable title insurance company to remove the standard survey exception and issue survey-related endorsementsextent such Real Property has a Current Value in excess of $500,000, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent but only to the extent such Real Property has a Current Value in excess of $500,000, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party (other than Foreign Subsidiaries) after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”"), as soon as reasonably practicable immediately so notify the Collateral Administrative Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal any structures or such Loan Party’s good-faith estimate improvements thereon, the nature of the current business to be conducted thereat and the approximate fair market value of such real property after taking into account any liabilities with respect thereto that impact such fair market valuethe Collateral to be located thereon. The Collateral Administrative Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or, in the case of leasehold, a landlord's waiver; provided, however, that Administrative agent shall not require a Mortgage with respect to any owned real property having a fair market value of less than $250,000. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall immediately furnish to the Collateral Administrative Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Administrative Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the reasonable opinion of the Collateral Administrative Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Administrative Agent and the Lenders thereunder, ; (iii) a Title Insurance Policy, ; (iv) a current ALTA survey of such real property, certified to the Collateral Administrative Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Administrative Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, containing a flood plain certification; (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Administrative Agent by a company reasonably satisfactory to the Collateral Administrative Agent, and ; (vi) in the case of a leasehold interest, a copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto; and (vii) such other documents reasonable and customary documents, instruments or instruments (including guarantees and enforceability legal opinions of counsel) as the Collateral Administrative Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o6.01(k).

After Acquired Real Property. Upon the acquisition by it any Loan Party or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”)") (x) with a Current Value (as defined below) in excess of $100,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $36,000 in the case of leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord's waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall immediately furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage and an Environmental Indemnity Agreement with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor survey or reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments environmental assessment reports with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Loan Parties shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s their obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the “Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord’s waiver (pursuant to Section 6.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall immediately furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o6.01(o).

After Acquired Real Property. Upon If the acquisition by it Stage I Issuer or any of its Domestic Subsidiaries Guarantor acquires property that is not automatically subject to a Loan Party after perfected security interest or Lien under the date hereof Security Documents and such property would be of the type that would constitute Collateral, then, promptly following such acquisition the Stage I Issuer or such Guarantor will provide security interests in and liens on such property in favor of the Stage I Collateral Agent for its benefit and the benefit of the Stage I Trustee and the Holders and the holders of any Material Real Estate Asset (each Permitted Additional Pari Passu Obligations and deliver certain mortgages, deeds of trust, security instruments, financing statements, title insurance policies, surveys and certificates and opinions of counsel in respect thereof as required by this Indenture and the Security Documents and as shall be reasonably necessary to vest in the Stage I Collateral Agent a perfected security interest in such interest being an “After Acquired Property”), as soon as reasonably practicable so notify property and to have such property added to the Collateral Agent, setting forth and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such property to the same extent and with specificity a description of the interest acquired, the location of the real property, same force and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market valueeffect. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from Stage I Issuer and the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property Guarantors shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory Stage I Trustee at least thirty (30) days prior to the Collateral Agent: anniversary of June 18, 2013 in each year an Opinion of Counsel, dated as of such date, either (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (iix) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary orstating that, in the opinion of such counsel, such action has been taken with respect to the Collateral Agentrecording, desirable filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to create maintain the perfected Liens of the applicable Security Documents securing the Obligations under applicable law to the extent required by the Security Documents other than any action as described therein to be taken and perfect a valid such opinion may refer to prior Opinions of Counsel and enforceable first priority lien contain customary qualifications and exceptions and may rely on an Officers’ Certificate of the Stage I Issuer, and (y) stating that on the After Acquired Property purported date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to be covered thereby (subject to Permitted Liens) or to otherwise protect maintain the rights perfection of the Agents security interests of the Stage I Collateral Agent securing the Obligations thereunder and under the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified Security Documents with respect to the Collateral Agent and to such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment is not effective if filed at the issuer time of the Title Insurance Policy by opinion, such opinion may so state and in that case the Stage I Issuer and the Guarantors shall cause a licensed professional surveyor reasonably satisfactory continuation statement or amendment to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company timely filed so as to remove the standard survey exception maintain such Liens and issue survey-related endorsements, security interests securing Obligations or (vii) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiumsstating that, in connection with each Loan Party’s obligations under this Section 7.01(o)the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “After Acquired Property”)) (x) with a Current Value (as defined below) in excess of $1,000,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $25,000 in the case of leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the ”Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord’s waiver (pursuant to Section 6.13 hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall immediately furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such the applicable Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above such Mortgages in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property Lien purported to be covered created thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Agent and the Lenders thereunder, ; (iii) a Title Insurance PolicyPolicy with respect to each Mortgage, dated as of the Effective Date; (iv) a survey of such real property, in form and substance satisfactory to the Agent, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, Policy; (v) if requesteda copy of each letter issued by the applicable State Governmental Authority, Phase I Environmental Site Assessments with respect to evidencing such real property’s compliance with all applicable building codes, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agentfire codes, other health and safety rules and regulations, parking, density and height requirements and other building and zoning laws; and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi)an Environmental Indemnity Agreement, collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with duly executed by each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable promptly (but in any event within 5 Business Days following the date such acquisition is consummated) so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the ”Current Value”). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord’s waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly (but in any event within 25 Business Days following the date of receipt of such notice) furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, (vii) in the case of a leasehold interest, if requested by the Collateral Agent, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, as to which such Person shall undertake commercially reasonable efforts to obtain, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

After Acquired Real Property. Upon If the acquisition by it Issuer or any of its Domestic Subsidiaries Guarantor acquires property that is not automatically subject to a Loan Party after perfected security interest or Lien under the date hereof Security Documents and such property would be of the type that would constitute Collateral, then, promptly following such acquisition the Issuer or such Guarantor will provide security interests in and liens on such property in favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders and the holders of any Material Real Estate Asset (each such interest being an “After Acquired Property”)Permitted Additional Pari Passu Obligations and deliver certain mortgages, deeds of trust, security instruments, financing statements, title insurance policies, surveys and certificates and opinions of counsel in respect thereof as soon required by this Indenture and the Security Documents and as shall be reasonably practicable so notify necessary to vest in the Collateral Agent, setting forth Agent a perfected security interest in such property and to have such property added to the Collateral and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such property to the same extent and with specificity a description of the interest acquired, the location of the real property, same force and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market valueeffect. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from Issuer and the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property Guarantors shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory Trustee at least thirty (30) days prior to the Collateral Agent: anniversary of the Issue Date in each year an Opinion of Counsel, dated as of such date, either (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (iix) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary orstating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Security Documents securing the Obligations under applicable law to the extent required by the Security Documents other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel and contain customary qualifications and exceptions and may rely on an Officers’ Certificate of the Company, and (y) stating that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent, desirable to create Agent securing the Obligations thereunder and perfect a valid and enforceable first priority lien on under the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified Security Documents with respect to the Collateral Agent and to such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment is not effective if filed at the issuer time of the Title Insurance Policy by opinion, such opinion may so state and in that case the Company and the Guarantors shall cause a licensed professional surveyor reasonably satisfactory continuation statement or amendment to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company timely filed so as to remove the standard survey exception maintain such Liens and issue survey-related endorsements, security interests securing Obligations or (vii) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiumsstating that, in connection with each Loan Party’s obligations under this Section 7.01(o)the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset fee interest in any real property (wherever located) (each such interest being an “"After Acquired Property”)") with a Current Value (as defined below) in excess of $500,000, as soon as reasonably practicable promptly so notify the Collateral AgentAgents, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(the "Current Value"). The Collateral Agent Agents shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to below. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable Agents the following, each in form and substance reasonably satisfactory to the Collateral AgentAgents: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; , (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral AgentAgents, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsementsAgents, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral AgentAgents, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent Agents may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o8.01(m).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”)") (x) with a Current Value (as defined below) in excess of $1,000,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $200,000 in the case of leasehold interest, promptly so notify the Collateral AgentAgent and each Lender, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent or the Required Lenders shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends they intend to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord's waiver. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall shall, as soon as practicable but in any event within 90 days thereafter, furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral AgentRequired Lenders: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; , (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral AgentAgent or the Required Lenders, desirable to create and perfect a valid and enforceable first priority lien (subject to Permitted Liens having priority as a matter of applicable law) on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Collateral Agent and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for Agent and the applicable title insurance company to remove the standard survey exception and issue survey-related endorsementsRequired Lenders, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent and the Required Lenders, (vi) in the case of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee, if requested by the Collateral Agent or the Required Lenders) with respect to such real property and the Collateral Agent, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent or the Required Lenders may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o6.01(l).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset interest (whether fee or leasehold) in any real property (wherever located) (each such interest being an “"After Acquired Property”)") (x) with a Current Value (as defined below) in excess of $100,000 in the case of a fee interest, as soon as reasonably practicable or (y) requiring the payment of annual rent exceeding in the aggregate $36,000 in the case of leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to belowbelow or in the case of leasehold, a leasehold Mortgage or landlord's waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall immediately furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage in favor of Agent with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents Agent and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to Agent, (vi) in the Collateral Agentcase of a leasehold interest, a certified copy of the lease between the landlord and such Person with respect to such real property in which such Person has a leasehold interest, and the certificate of occupancy with respect thereto, (vii) in the case of a leasehold interest, an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and such Person, and (viviii) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset fee interest in any real property wherever located (each such interest being an “"After Acquired Property”)") with a Current Value (as defined below) in excess of $500,000, as soon as reasonably practicable promptly so notify the Collateral Agent, setting forth with reasonable specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s 's good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value(for purposes of this Section, the "Current Value"). The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of a Mortgage and the Real Property Deliverables other documents referred to below. Upon receipt of such noticenotice requesting a Mortgage, the Loan Party that Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Loan Party Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby Lien (subject to Permitted Liens) on the property purported to be covered thereby or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requestedreasonably requested by the Collateral Agent, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”)require. The Borrowers Borrower shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket attorneys' fees and expenses of one outside counsel and one local counsel in each relevant jurisdictionexpenses, and all title insurance charges and premiums, in connection with each Loan Party’s 's obligations under this Section 7.01(o).