Common use of After Acquired Real Property Clause in Contracts

After Acquired Real Property. If any Borrower hereafter acquires a fee interest in Real Property and such Real 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 at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 (or if a Default or Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any Borrower, promptly upon Agent’s request, such Borrower shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign laws reasonably satisfactory to Agent and in form appropriate for recording in the 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 would otherwise be permitted to incur hereunder or under the Mortgages or as otherwise consented to in writing by Agent) and such other agreements, documents and instruments as Agent may reasonably 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, 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 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.

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires a any fee interest in Real Property Property, fixtures or any other property that is of the kind or nature described in the Mortgages and such Real Property Property, 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 Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 250,000, individually, or greater than $500,000 in the aggregate for all such Real Property (or if a Default or Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, promptly upon Agent’s 's request, such Borrower or Guarantor shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign state laws reasonably satisfactory to Agent and in form appropriate for recording in the real estate Real Property records of the jurisdiction in which such Real Property or other property is located granting to Agent a first and only priority lien and mortgage on and security interest in such Real Property, fixtures or other property (except as such Borrower would otherwise be subject only to then existing liens and liens that are permitted to incur exist or be incurred hereunder or under the Mortgages or as otherwise consented to in writing by Agent) and such other agreements, documents and instruments as Agent may reasonably require in connection therewith; provided. Notwithstanding the foregoing, that, as Agent shall not require Borrowers and Guarantors to comply with this Section 9.20 with respect to any such particular fee interest Real Property that is not adjacent, contiguous or related to Real Property then subject to a Mortgage, acquired after the date hereof if the purchase price for cost associated with obtaining a Mortgage on or Agent's perfection of its Mortgage on such Real Property is paid with excessive in relation to the initial proceeds value of a loan from a financial institution giving rise to Indebtedness permitted under Section 9.9(b) hereof, then such Borrower 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, as determined by Agent in good faith.

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires a fee interest in Real Property and such Real Property is adjacent to, contiguous with or necessary or related to or used in connection with any Real Property then subject to a MortgageProperty, fixtures or if such Real Property is not adjacent to, contiguous with or related to or used in connection with such Real Propertyany other property, then if such Real Property Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 3,000,000 (or if a Default or Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, promptly upon Agent’s request, such Borrower or Guarantor shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent may determine, in form and substance substantially similar satisfactory to the Mortgages Agent and as to any provisions relating to specific State or foreign state laws reasonably satisfactory to Agent and in form appropriate for recording in the 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 its Guaranty, as applicable, or as otherwise consented to in writing by AgentAgent ) and such other agreements, documents and instruments as Agent may reasonably reasonable require in connection therewith; provided. Notwithstanding any provisions to the contrary herein, that, as to any such Real Property that is not adjacent, contiguous no Borrower or related to Real Property then subject to a 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 Guarantor shall not be required to execute and deliver such to Agent a mortgage, deed of trust or deed to secure debt in favor if the Real Property to be secured thereby is a leasehold interest, and the granting of Agent with respect such security interest is prohibited under the lease and the landlord has withheld its consent to such security interest. Except as provided in Section 9.8 hereof or if Agent’s prior written consent shall have been obtained, no Borrower shall grant to any Person other than Agent a lien on or security interest in the Real PropertyProperty located on 000-000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx.

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires a fee interest any Real Property, fixtures or any other property that is of the kind or nature described in the Baldwyn Real Property Mortgage and such Real Property Property, 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 the Baldwyn Real Property 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 Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 250,000 (or if a Default or an Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, reasonably promptly upon Agent’s request, such Borrower or Guarantor shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debtMortgage, as Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign laws reasonably satisfactory to the Agent and in form appropriate for recording in the 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 Mortgage or as otherwise consented to in writing by Agent) and such other agreements, documents and instruments as Agent may reasonably require in connection therewith; therewith provided, that, as to any such Real Property that is not adjacent, contiguous or related to Real Property then subject to a the Baldwyn Real Property 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.. 101

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires a fee interest any Real Property, fixtures or any other property that is of the kind or nature described in the Baldwyn Real Property Mortgage and such Real Property Property, 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 the Baldwyn Real Property 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 Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 250,000 (or if a Default or an Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, reasonably promptly upon Agent’s request, such Borrower or Guarantor shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debtMortgage, as Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign laws reasonably satisfactory to the Agent and in form appropriate for recording in the 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 Mortgage or as otherwise consented to in writing by Agent) and such other agreements, documents and instruments as Agent may reasonably require in connection therewith; therewith provided, that, as to any such Real Property that is not adjacent, contiguous or related to Real Property then subject to a the Baldwyn Real Property 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 102 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.

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires a fee interest any Real Property, fixtures or any other property that is of the kind or nature described in Real Property the Mortgages and such Real Property Property, 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 Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 2,000,000 (or if a Default or an Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, promptly upon Agent’s (acting at the direction of the Required Lenders) request, and, if applicable, in the event that the Revolving Agent requires such Borrower or Guarantor to execute and deliver a mortgage, deed of trust or deed to secure debt with respect to any such Real Property, such Borrower or Guarantor shall also execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent (acting at the direction of the Required Lenders) may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign state laws reasonably satisfactory to Agent the Required Lenders and in form appropriate for recording in the 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 Agentthe Required Lenders) and such other agreements, documents and instruments as Agent the Required Lenders may reasonably 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, 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 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.

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires a fee interest any Real Property, fixtures or any other property that is of the kind or nature described in Real Property the Mortgages and such Real Property Property, 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 Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 2,000,000 (or if a Default or an Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, promptly upon Agent’s request, and, in the event that the Term Loan Agent requires such Borrower or Guarantor to execute and deliver a mortgage, deed of trust or deed to secure debt with respect to any such Real Property, such Borrower or Guarantor shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign state laws reasonably satisfactory to Agent and in form appropriate for recording in the 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) and such other agreements, documents and instruments as Agent may reasonably 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, 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 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.”

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires a fee interest in Real Property and such Real Property is adjacent to, contiguous with or necessary or related to or used in connection with any Real Property then subject to a MortgageProperty, fixtures or any other property that is of the kind or nature described in the Mortgages (except if such Real Property is not adjacent to, contiguous acquired with or related to or used in connection with the proceeds of Indebtedness permitted under Section 9.9(b)) and such Real Property, then if such Real Property fixtures or other property at any one location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 the Dollar Equivalent of US$250,000 (or if a Default an Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any Borrower, promptly upon Agent’s Lender's request, such Borrower or Guarantor shall execute and deliver to Agent Lender a mortgage, deed of trust or deed to secure debt, as Agent Lender may determine, in form and substance substantially similar to the Mortgages and as to including any provisions relating to specific State or state and foreign laws reasonably satisfactory to Agent Lender and in form appropriate for recording in the real estate records of the jurisdiction in which such Real Property or other property is located granting to Agent Lender a first and only priority lien and mortgage mortgages 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 AgentLender) and such other agreements, documents and instruments as Agent Lender may reasonably 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, 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 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.

After Acquired Real Property. If So long as the Tranche B Commitments have not been terminated, and for so long thereafter as any Tranche B Loans remain outstanding, if any Borrower or Guarantor hereafter acquires a fee interest any Real Property, fixtures or any other property that is of the kind or nature described in Real Property the Mortgages and such Real Property Property, 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 Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 2,000,000 (or if a Default or an Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, promptly upon Agent’s request, and, if applicable, in the event that the Qualified Debt Agent requires such Borrower or Guarantor to execute and deliver a mortgage, deed of trust or deed to secure debt with respect to any such Real Property, such Borrower or Guarantor shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign state laws reasonably satisfactory to Agent and in form appropriate for recording in the 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) and such other agreements, documents and instruments as Agent may reasonably 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, 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 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.

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires a fee interest any Real Property, fixtures or any other property that is of the kind or nature described in Real Property the Mortgage and such Real Property Property, 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 Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 250,000 (or if a Default or an Event of Default exists, then regardless of the fair market value of such assets), or if the Tupelo Real Property is not sold in accordance with the terms of this Agreement by December 31, 2005, without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, reasonably promptly upon Agent’s 's request, such Borrower or Guarantor shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent may determine, in form and substance substantially similar to the Mortgages Mortgage and as to any provisions relating to specific State or foreign state laws reasonably satisfactory to Agent and in form appropriate for recording in the 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 Mortgage or as otherwise consented to in writing by Agent) and such other agreements, documents and instruments as Agent may reasonably require in connection therewith; therewith provided, that, as to any such Real Property that is not adjacent, contiguous or related to Real Property then subject to a Mortgage, if the purchase price for such Real Property (other than the Tupelo 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.

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires a fee interest any Real Property, fixtures or any other property that is of the kind or nature described in the Baldwyn Real Property Mortgage and such Real Property Property, 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 the Baldwyn Real Property 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 Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 250,000 (or if a Default or an Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent Agents or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, reasonably promptly upon Agent’s Agents’ request, such Borrower or Guarantor shall execute and deliver to Working Capital Agent a mortgage, deed of trust or deed to secure debtMortgage, as Working Capital Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign laws reasonably satisfactory to the Working Capital Agent and in form appropriate for recording in the real estate records of the jurisdiction in which such Real Property or other property is located granting to Working Capital 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 Mortgage or as otherwise consented to in writing by Working Capital Agent) and such other agreements, documents and instruments as Working Capital Agent may reasonably require in connection therewith; therewith provided, that, as to any such Real Property that is not adjacent, contiguous or related to Real Property then subject to a the Baldwyn Real Property 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 Working Capital Agent with respect to such Real Property.

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires any Real Property, fixtures or any other property that is of the kind or nature described in a fee interest in Real Property Mortgage and such Real Property Property, 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 Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 250,000 (or if a Default or an Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, reasonably promptly upon Agent’s 's request, such Borrower or Guarantor shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent may determine, in form and substance substantially similar to the Mortgages a Mortgage and as to any provisions relating to specific State or foreign state laws reasonably satisfactory to Agent and in form appropriate for recording in the 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 a Mortgage or as otherwise consented to in writing by Agent) and such other agreements, documents and instruments as Agent may reasonably require in connection therewith; therewith provided, that, as to any such Real Property that is not adjacent, contiguous or related to Real Property then subject to a 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.

After Acquired Real Property. If any Borrower hereafter acquires a fee interest in Real Property and such Real Property is adjacent to, contiguous with or necessary or related to or used in connection with any Real Property then subject to a MortgageProperty, fixtures or if such Real Property any other property that is not adjacent to, contiguous with of the kind or related to or used nature described in connection with the Mortgages and such Real Property, then if such fixtures or other property, as the case may be, is adjacent or contiguous to, or located on, any of the Real Property of Borrowers, or is at any other location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 1,000,000 (or if a Default an Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists, then regardless of the location or the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any such Borrower, promptly upon Agent’s Lender's request, such Borrower shall execute and deliver to Agent Lender a mortgage, deed of trust or deed to secure debt, as Agent Lender may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign state laws reasonably satisfactory to Agent Lender and in form appropriate for recording in the real estate records of the jurisdiction in which such Real Property or other property is located granting to Agent Lender a first and only lien and mortgage on and security interest in such Real Property, fixtures or other property (except as such Borrower would otherwise be permitted to incur hereunder or under the Mortgages Mortgage or as otherwise consented to in writing by AgentLender) and such other agreements, documents and instruments as Agent Lender may reasonably 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, 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 shall not be required to execute and deliver such mortgage, deed of trust or deed to secure debt in favor of Agent with respect as to such Real PropertyProperty acquired after the date hereof which is subject to a security interest permitted under Section 9.8 hereof to the extent it is prohibited under the terms thereof.

After Acquired Real Property. If any Borrower hereafter acquires a fee interest in Real Property and such Real 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 at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 (or if a Default or Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any Borrower, promptly upon Agent’s 's request, such Borrower shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign laws reasonably satisfactory to Agent and in form appropriate for recording in the 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 would otherwise be permitted to incur hereunder or under the Mortgages or as otherwise consented to in writing by Agent) and such other agreements, documents and instruments as Agent may reasonably require in connection therewith; providedPROVIDED, thatTHAT, as to any such Real Property that is not adjacent, contiguous or related to Real Property then subject to a 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 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.

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires a fee interest in any Real Property and such Real 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 at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 (or if a Default or Event of Default exists, then regardless of the fair market value of such assets)250,000, without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, promptly upon Agent’s 's request, such Borrower or Guarantor shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State state or foreign provincial laws reasonably satisfactory to Agent and in form appropriate for recording in the 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 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) and such other agreements, documents and instruments as Agent may reasonably 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, 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.

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires a fee interest in any Real Property and such Real Property is adjacent toProperty, contiguous with fixtures or necessary or related to or used in connection with any other property (other than any Real Property then subject acquired pursuant to a Mortgagethe Option Agreement, as in effect on the date hereof and any improvements or if such Real Property is not adjacent to, contiguous with additions of fixtures or related other property to or used in connection with Excluded Property) and 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 number of parcels) has a fair market value in an amount equal to or greater than $100,000 500,000 (or if a Default or Event of Default existsexists or shall have occurred and be continuing, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, promptly upon AgentLender’s request, such Borrower or Guarantor shall execute and deliver to Agent Lender a mortgage, deed of trust or deed to secure debt, as Agent Lender may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign laws reasonably satisfactory to Agent Lender and in form appropriate for recording in the real estate records of the jurisdiction in which such Real Property or other property is located granting to Agent Lender a first and only lien and mortgage on and security interest in such Real Property, fixtures or other property (except as for and subject to encumbrances that such Borrower or Guarantor would otherwise be permitted to incur hereunder or under the Mortgages or as otherwise consented to in writing by AgentLender) and such other agreements, documents and instruments as Agent Lender may reasonably 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, 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 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.

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires a fee interest any Real Property, fixtures or any other property that is of the kind or nature described in Real Property the Mortgages and such Real Property Property, 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 Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) that has a fair market value in an amount equal to or greater than $100,000 1,000,000 (or if a Default or Event of Default exists, then regardless of the fair market value of such assetsassets or if Term Loan Agent or any other person is to have a mortgage or security interest or lien therein, then regardless of the fair market value), without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, promptly upon Agent’s 's request, such Borrower or Guarantor shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign state and local laws reasonably satisfactory to Agent and in form appropriate for recording in the 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) and such other agreements, documents and instruments as Agent may reasonably 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, if the purchase price for . If such Real Property is paid with the initial proceeds of adjacent or related to a loan from a financial institution giving rise to Indebtedness permitted under Section 9.9(b) hereoflocation constituting Term Loan Priority Collateral, then such Borrower 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 PropertyProperty shall be deemed to constitute part of the Term Loan Priority Collateral.

After Acquired Real Property. If any Borrower hereafter acquires a fee interest in Real Property and such Real 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 at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 (or if a Default or Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any Borrower, promptly upon Agent’s request, such Borrower shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign laws reasonably satisfactory to Agent and in form appropriate for recording in the 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 would otherwise be permitted to incur hereunder or under the Mortgages or as otherwise consented to in writing by Agent) and such other agreements, documents and instruments as Agent may reasonably require in connection therewith; providedPROVIDED, thatTHAT, as to any such Real Property that is not adjacent, contiguous or related to Real Property then subject to a 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 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.

After Acquired Real Property. If any Borrower or any Aftermarket Entity hereafter acquires a fee interest any Real Property, fixtures or any other property that is of the kind or nature described in Real Property the Mortgages and such Real Property Property, 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 Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 500,000 (or if a Default or Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or any Aftermarket Entity, promptly upon Agent’s 's request, such Borrower or such Aftermarket Entity shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign state laws reasonably satisfactory to Agent and in form appropriate for recording in the 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 such Aftermarket Entity would otherwise be permitted to incur hereunder or under the Mortgages or as otherwise consented to in writing by Agent) and such other agreements, documents and instruments as Agent may reasonably 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, 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 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.

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires a fee interest any Real Property, fixtures or any other property that is of the kind or nature described in Real Property the Mortgages and such Real Property Property, 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 Property, fixtures or other property at any location (or series of adjacent, 101 contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $100,000 1,000,000 (or if a Default or an Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Agent or any Lender, or duties or obligations of any BorrowerBorrower or Guarantor, promptly upon Agent’s 's request, such Borrower or Guarantor shall execute and deliver to Agent a mortgage, deed of trust or deed to secure debt, as Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific State or foreign state laws reasonably satisfactory to Agent and in form appropriate for recording in the 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) and such other agreements, documents and instruments as Agent may reasonably require in connection therewith; therewith provided, that, as to any such Real Property that is not adjacent, contiguous or related to Real Property then subject to a 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.