Common use of After Acquired Real Property Clause in Contracts

After Acquired Real Property. Upon the acquisition by it or any of its Subsidiaries after the date hereof of any 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 $150,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 in the case of leasehold interest, immediately so notify 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 (for purposes of this Section, the "CURRENT VALUE"). Agent shall notify such Loan Party in writing whether it intends to require a Mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage or a Collateral Access Agreement. Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall furnish to Agent within a reasonable time thereafter the following, each in form and substance reasonably satisfactory to Agent: (a) in the case of a fee interest, a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; (b) in the case of a fee interest, evidence of the recording of the Mortgage referred to in clause (a) above in such office or offices as may be necessary or, in the reasonable opinion of Agent, desirable to create and perfect a valid and enforceable first priority lien on the property purported to be covered thereby or to otherwise protect the rights of Agent and the Lenders thereunder, (c) in the case of a fee interest, a title insurance policy satisfactory to Agent, (d) in the case of a fee interest, a survey of such real property, certified to Agent and to the issuer of the title insurance policy referred to in clause (c) above by a licensed professional surveyor reasonably satisfactory to Agent, (v) in the case of a fee interest, Phase I environmental site assessments with respect to such real property, certified to Agent by a company reasonably satisfactory to Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Agent, (e) 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, if any, with respect thereto, and (f) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and Agent. Borrowers shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's obligations under this SECTION 5.21.

After Acquired Real Property. Upon the acquisition by it or any of its Subsidiaries after the date hereof of any fee interest or any leasehold interest (whether fee or leaseholdother than leases for office space) in any Real Property real property (wherever located) (each such interest being an "AFTER ACQUIRED PROPERTY"“After Acquired Property”) (x) with a Current Value (as defined below) in excess of $150,000 500,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in $75,000 the aggregate $250,000 in the case of such leasehold interest, immediately promptly so notify Agentthe Agents, 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 (for purposes of this Section, the "CURRENT VALUE"”Current Value”). The Collateral Agent shall notify such Loan Party in writing whether it intends to require a Mortgage (and in the case of a leasehold interest, a landlord waiver pursuant to Section 8.01(m) above) and the other documents referred to below or in the case of leasehold, a leasehold Mortgage or a Collateral Access Agreementbelow. Upon receipt of such notice requesting a MortgageMortgage and any other documents referred to below, the Person which has acquired such After Acquired Property shall shall, to the extent requested by the Collateral Agent, promptly furnish to Agent within a reasonable time thereafter the Agents the following, each in form and substance reasonably satisfactory to Agentthe Agents: (ai) in the case of a fee interest, a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; , (bii) in the case of a fee interest, evidence of the recording of the Mortgage referred to in clause (ai) above in such office or offices as may be necessary or, in the reasonable opinion of Agentthe Agents, desirable to create and perfect a valid and enforceable first priority lien on the property purported to be covered thereby or to otherwise protect the rights of Agent the Agents and the Lenders thereunder, (ciii) in the case of a fee interest, a title insurance policy satisfactory to AgentTitle Insurance Policy, (div) in the case of a fee interestif available or if customarily obtained for similar real property, a survey of such real property, certified to the Collateral Agent and to the issuer of the title insurance policy referred to in clause (c) above Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, (v) in the case of a fee interestif available or if customarily obtained for similar real property, 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 Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to AgentAgents, (evi) 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 real property in which such Person has a leasehold interest, interest and the certificate of occupancy, if any, with respect thereto, and (f) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between the landlord (and any fee mortgageemortagee) with respect to such real property and the Collateral Agent, and (vii) such other documents or instruments (including guarantees and opinions of counsel) as the Agents may reasonably require. Borrowers The Parent shall pay all reasonable fees and expenses, including reasonable attorneys' ’ fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's ’s obligations under this SECTION 5.21Section 8.01(n).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any Real Property real property (wherever located) (each such interest being an "AFTER ACQUIRED PROPERTYAfter Acquired Property") (x) with a Current Value (as defined below) in excess of $150,000 250,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 100,000 in the case of a leasehold interest, immediately 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 (for purposes of this Section, the "CURRENT VALUECurrent Value"). The Collateral Agent shall notify such Loan Party in writing whether it intends to require a Mortgage and the other documents referred to below (subject to the limitations contained in Section 7.01(b)) or in the case of leasehold, a leasehold Mortgage or a Collateral Access AgreementLandlord's Waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent within a reasonable time thereafter the following, each in form and substance reasonably satisfactory to the Collateral Agent: (ai) in the case of a fee interest, a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; , (bii) in the case of a fee interest, evidence of the recording of the Mortgage referred to in clause (ai) 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 property purported to be covered thereby or to otherwise protect the rights of the Agent and the Lenders thereunder, (ciii) in the case of a fee interest, a title insurance policy satisfactory to AgentTitle Insurance Policy, (div) in the case of a fee interest, a survey of such real property, certified to the Collateral Agent and to the issuer of the title insurance policy referred to in clause (c) above Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, (v) in at the case of a fee interestAgent's reasonable request, Phase I Environmental Site Assessments, or such other non-intrusive and non-Phase II environmental site assessments assessment as the Agent may reasonably request, with respect to such real property, certified to Agent by a company consultant reasonably satisfactory to Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Collateral Agent, (evi) 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 real property in which such Person has a leasehold interest, and the certificate of occupancy, if any, occupancy with respect thereto, and (fvii) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In in the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, and (viii) such other documents or instruments (including guarantees and opinions of counsel) as the Collateral Agent may reasonably require. The Borrowers shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's obligations under this SECTION 5.21Section 7.01(n).

After Acquired Real Property. Upon the acquisition by it or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any Real Property real property (wherever located) (each such interest being an "AFTER ACQUIRED PROPERTYAfter Acquired Property") (x) with a Current Value (as defined below) in excess of $150,000 175,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 100,000 in the case of leasehold interest, immediately so notify the 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 (for purposes of this Section, the "CURRENT VALUECurrent Value"). The Agent shall notify such Loan Party in writing whether it intends to require a Mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage or a Collateral Access Agreementlandlord's waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall immediately furnish to the Agent within a reasonable time thereafter the following, each in form and substance reasonably satisfactory to the Agent: (ai) in the case of a fee interest, 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 Person and in recordable form; (bii) in the case of a fee interest, evidence of the recording of the Mortgage referred to in clause (ai) above in such office or offices as may be necessary or, in the reasonable opinion of the Agent, desirable to create and perfect a valid and enforceable first priority lien on the property purported to be covered thereby or to otherwise protect the rights of the Agent and the Lenders thereunder, (ciii) a Title Insurance Policy insuring each Mortgage described in clause (i) above that has been executed by the case Parent or any of a fee interest, a title insurance policy satisfactory to Agentits Domestic Subsidiaries, (div) in the case of a fee interest, a survey of such real propertyproperty owned or leased by the Parent or any of its Domestic Subsidiaries, certified to the Agent and to the issuer of the title insurance policy referred to in clause (c) above Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Agent, (v) in the case of a fee interest, Phase I environmental site assessments Environmental Site Assessments with respect to such real property, certified to the Agent by a company reasonably satisfactory to Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Agent, (evi) 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 real property in which such Person has a leasehold interest, and the certificate of occupancy, if any, occupancy with respect thereto, and (fvii) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In in the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Agent, and (viii) such other documents or instruments (including guarantees and opinions of counsel) as the Agent may reasonably require. The Borrowers shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's obligations under this SECTION 5.21Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any Real Property real property (wherever located) (each such interest being an "AFTER ACQUIRED PROPERTY"“After Acquired Property”) (x) with a Current Value (as defined below) in excess of $150,000 100,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 36,000 in the case of leasehold interest, immediately so notify the 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 (for purposes of this Section, the "CURRENT VALUE"“Current Value”). The Agent shall notify such Loan Party in writing whether it intends to require a Mortgage mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage mortgage or a Collateral Access Agreementlandlord’s waiver (pursuant to Section 6.01(m) hereof). Upon receipt of such notice requesting a Mortgagemortgage, the Person which has acquired such After Acquired Property shall within 30 days of such notice furnish to the Agent within a reasonable time thereafter the following, each in form and substance reasonably satisfactory to the Agent: (ai) in the case of a fee interest, a Mortgage mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; (bii) in the case of a fee interest, evidence of the recording of the Mortgage mortgage referred to in clause (ai) above in such office or offices as may be necessary or, in the reasonable opinion of the Agent, desirable to create and perfect a valid and enforceable first priority lien on the property purported to be covered thereby (subject only to the first priority Liens described in clause (i) of the definition of “Permitted Liens”) or to otherwise protect the rights of the Agent and the Lenders thereunder, (ciii) in the case of a fee interest, a title insurance policy satisfactory to AgentTitle Insurance Policy, (div) in the case of a fee interest, a survey of such real property, certified to the Agent and to the issuer of the title insurance policy referred to in clause (c) above Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Agent, (v) in the case of a fee interest, Phase I environmental site assessments Environmental Site Assessments with respect to such real property, certified to the Agent by a company reasonably satisfactory to Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Agent, (evi) 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 real property in which such Person has a leasehold interest, and the certificate of occupancy, if any, occupancy with respect thereto, and (fvii) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In in the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Agent, and (viii) such other documents or instruments (including guarantees and opinions of counsel) as the Agent may reasonably require. The Borrowers shall pay all reasonable fees and expenses, including reasonable attorneys' ’ fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's ’s obligations under this SECTION 5.21Section 6.01(o).

After Acquired Real Property. Upon the acquisition by it any the Borrower or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any Real Property real property (wherever located) (each such interest being an "AFTER ACQUIRED PROPERTY") (x) with a Current Value (as defined below) in excess of $150,000 250,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 200,000 in the case of leasehold interest, immediately so notify the 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 the Borrower's or such Loan PartySubsidiary's good-faith estimate of the current value of such real property (for purposes of this Section, the "CURRENT VALUE"). The Agent shall notify the Borrower or such Loan Party in writing Subsidiary whether it intends to require a Mortgage mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage mortgage or a Collateral Access Agreementlandlord's waiver (pursuant to ss.6.13). Upon receipt of such notice requesting a Mortgagemortgage, the Person which has acquired such After Acquired Property shall immediately furnish to the Agent within a reasonable time thereafter the following, each in form and substance reasonably satisfactory to the Agent: (ai) in the case of a fee interest, a Mortgage mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; (bii) in the case of a fee interest, evidence of the recording of the Mortgage mortgage referred to in clause (ai) above in such office or offices as may be necessary or, in the reasonable opinion of the Agent, desirable to create and perfect a valid and enforceable first priority lien (subject to the Intercreditor Agreement) on the property purported to be covered thereby or to otherwise protect the rights of the Agent and the Lenders Banks thereunder, (ciii) in the case of a fee interest, a title insurance policy satisfactory in form and substance acceptable to the Agent, (div) in the case of a fee interest, a survey of such real property, certified to the Agent and to the issuer of the title insurance policy referred to in clause (c) above by a licensed professional surveyor survey or reasonably satisfactory to the Agent, (v) in the case of a fee interest, Phase I environmental site assessments assessment reports with respect to such real property, certified to the Agent by a company reasonably satisfactory to Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Agent, (evi) 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 real property in which such Person has a leasehold interest, and the certificate of occupancy, if any, occupancy with respect thereto, and (fvii) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In in the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Agent. Borrowers shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges (viii) such other documents or instruments (including guarantees and premiums, in connection with each Loan Party's obligations under this SECTION 5.21.opinions of counsel) as the Agent may reasonably require. The

After Acquired Real Property. Upon the acquisition by it or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any Real Property real property (wherever located) (each such interest being an "AFTER ACQUIRED PROPERTYAfter Acquired Property") (x) with a Current Value (as defined below) in excess of $150,000 100,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 100,000 in the case of leasehold interest, immediately promptly (but in any event within three Business Days) so notify the 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 (for purposes of this Section, the "CURRENT VALUECurrent Value"). The Agent shall notify such Loan Party in writing whether it intends to require a Mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage or a Collateral Access Agreementlandlord's waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall immediately furnish to the Agent within a reasonable time thereafter the following, each in form and substance reasonably satisfactory to the Agent: (ai) in the case of a fee interest, a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; (bii) in the case of a fee interest, evidence of the recording of the Mortgage referred to in clause (ai) above in such office or offices as may be necessary or, in the reasonable opinion of the Agent, desirable to create and perfect a valid and enforceable first priority lien on the property purported to be covered thereby or to otherwise protect the rights of the Agent and the Lenders thereunder, (ciii) in the case of a fee interest, a title insurance policy satisfactory to AgentTitle Insurance Policy, (div) in the case of a fee interest, a an ALTA survey of such real property, certified to the Agent and to the issuer of the title insurance policy referred to in clause (c) above Title Insurance Policy by a licensed professional surveyor and using a form of certification reasonably satisfactory to the Agent, (v) in the case of a fee interest, Phase I environmental site assessments Environmental Site Assessments with respect to such real property, certified to the Agent by a company reasonably satisfactory to Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Agent, (evi) 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 real property in which such Person has a leasehold interest, and the certificate of occupancy, if any, occupancy with respect thereto, and (fvii) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In in the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Agent, and (viii) evidence satisfactory to the Agent of the compliance of such real property with all applicable building codes, subdivision and zoning laws, rules and regulations, and (ix) such other documents or instruments (including guarantees and opinions of counsel) as the Agent may reasonably require. The Borrowers shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's obligations under this SECTION 5.21Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries after the date hereof Effective Date of any interest (whether fee or leasehold) in any Real Property real property (wherever located) ), but excluding any Excluded Assets (each such interest being an "AFTER ACQUIRED PROPERTYAfter Acquired Property") (x) with a Current Value (as defined below) in excess of $150,000 750,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 100,000 in the case of a leasehold interest, immediately 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 (for purposes of this Section, the "CURRENT VALUECurrent Value"). The Collateral Agent shall notify such Loan Party in writing whether it intends to require a Mortgage and the other documents referred to below (subject to the limitations contained in Section 7.01(b)) or in the case of leasehold, a leasehold Mortgage or a Collateral Access AgreementLandlord's Waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent within a reasonable time thereafter the following, in each case, prior to the Discharge of Term Obligations, to the extent delivered to the trustee for the holders of the Senior Secured Notes, and thereafter, at the request of the Collateral Agent, and each in form and substance reasonably satisfactory to the Collateral Agent: (ai) in the case of a fee interest, a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; , (bii) in the case of a fee interest, evidence of the recording of the Mortgage referred to in clause (ai) 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 second priority (or, in the event that the Senior Secured Notes have been paid in full, first priority priority) lien on the property purported to be covered thereby or to otherwise protect the rights of the Collateral Agent and the Lenders thereunder, (ciii) in the case of a fee interest, a title insurance policy satisfactory to AgentTitle Insurance Policy, (div) in the case of a fee interest, a survey of such real property, certified to the Collateral Agent and to the issuer of the title insurance policy referred to in clause (c) above Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, (v) in at the case of a fee interestCollateral Agent's reasonable request, Phase I Environmental Site Assessments, or such other non-intrusive and non-Phase II environmental site assessments assessment as the Collateral Agent may reasonably request, with respect to such real property, certified to Agent by a company consultant reasonably satisfactory to Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Collateral Agent, (evi) 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 real property in which such Person has a leasehold interest, and the certificate of occupancy, if any, occupancy with respect thereto, and (fvii) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In in the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Collateral Agent, and (viii) such other documents or instruments (including guarantees and opinions of counsel) as the Collateral Agent may reasonably require. The Borrowers shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's obligations under this SECTION 5.21Section 7.01(v).

After Acquired Real Property. Upon the acquisition by it Borrower or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any Real Property real property (wherever located) (each such interest being an "AFTER ACQUIRED PROPERTYAfter Acquired Property") (x) with a Current Value (as defined below) in excess of $150,000 500,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 125,000 in the case of leasehold interest, immediately Borrower shall promptly so notify 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 (for purposes of this Section, the "CURRENT VALUECurrent Value"). Collateral Agent shall notify such Loan Party Borrower, in writing within 60 days after receiving notice from Borrower pursuant to the preceding sentence, whether it Collateral Agent for the benefit of the Lender Group intends to require a New Mortgage and the other documents referred to below or in the case of leasehold, a leasehold New Mortgage or a Collateral Access Agreementlandlord's waiver (pursuant to Section 6.01(m) hereof). Upon receipt of such notice requesting a New Mortgage, the Person which has acquired such After Acquired Property shall promptly furnish to Collateral Agent within a reasonable time thereafter the following, each in form and substance reasonably satisfactory to Collateral Agent: (ai) in the case of a fee interest, a New Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; (bii) in the case of a fee interest, evidence of the recording of the New Mortgage referred to in clause (ai) above in such office or offices as may be necessary or, in the reasonable opinion of Agent, desirable to create and perfect a valid and enforceable first priority lien on the property purported to be covered thereby or to otherwise protect the rights of Agent and the Lenders Lender Group thereunder, (ciii) in the case of a fee interest, a title insurance policy satisfactory to AgentTitle Insurance Policy, (div) in the case of a fee interest, a survey of such real property, certified to Agent the Lender Group and to the issuer of the title insurance policy referred to in clause (c) above Title Insurance Policy by a licensed professional surveyor survey or reasonably satisfactory to Collateral Agent, (v) in the case of a fee interest, Phase phase I environmental site assessments assessment reports with respect to such real property, certified to Agent the Lender Group by a company reasonably satisfactory to Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Collateral Agent, (evi) 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 real property in which such Person has a leasehold interest, and the certificate of occupancy, if any, occupancy with respect thereto, and (fvii) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In in the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between from the landlord (and Borrower shall use its commercially reasonable efforts to obtain such an agreement from any fee mortgagee) with respect to such real property and AgentCollateral Agent for the benefit of the Lender Group, and (viii) such other documents or instruments (including guarantees and opinions of counsel) as Collateral Agent may reasonably require. Borrowers Borrower shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's their obligations under this SECTION 5.21Section 6.01(o).

After Acquired Real Property. Upon the acquisition by it or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any Real Property real property (wherever located) (each such interest being an "AFTER ACQUIRED PROPERTY") (x) with a Current Value (as defined below) in excess of $150,000 1,000,000 in the case of a fee interest, or (y) requiring 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 in (if the case of leasehold interestLease term (including extensions) is equal to or greater than five years), immediately so notify the 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 (for purposes of this Section, the THE "CURRENT VALUE"). The Agent shall notify such Loan Party in writing whether it intends to require a Mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage or a Collateral Access AgreementLandlord's Agreement (pursuant to Section 6.01(i) hereof). Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall promptly furnish to the Agent within a reasonable time thereafter the following, each in form and substance reasonably satisfactory to the Agent: (ai) in the case of a fee interest, a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; (bii) in the case of a fee interest, evidence of the recording of the Mortgage referred to in clause (ai) above in such office or offices as may be necessary or, in the reasonable good faith opinion of the Agent, desirable to create and perfect a valid and enforceable first priority lien on the property purported to be covered thereby or to otherwise protect the rights of the Agent and the Lenders thereunder, ; (ciii) in the case of a fee interest, a title insurance policy satisfactory to Agent, (d) in the case of a fee interestpolicy, a survey of such real property, certified to the Agent and to the issuer of the title insurance policy referred to in clause (c) above Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to Agent, (v) in the case of Agent and a fee interest, Phase I environmental site assessments Environmental Site Assessment with respect to such real property, certified to the Agent by a company reasonably satisfactory to the Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Agent, ; (eiv) 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 real property in which such Person has a leasehold interest, and the certificate of occupancy, if any, occupancy with respect thereto, and ; (fv) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In in the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord 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 or instruments (including, without limitation, guarantees and opinions of counsel) as the Agent may reasonably require, PROVIDED, HOWEVER, that nothing contained herein shall be deemed a modification of any other provisions of this Agreement restricting Acquisitions or investments by the Loan Parties. Borrowers The Key Loan Parties shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's obligations under this SECTION 5.21Section 6.01(i).

After Acquired Real Property. Upon the acquisition by it any Credit Party or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any Real Property real property (wherever located) (each such interest being an "AFTER ACQUIRED PROPERTYAfter Acquired Property") (x) with a Current Value (as defined below) in excess of $150,000 250,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 100,000 in the case of leasehold interest, (a) such Person shall immediately so notify the 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 (for purposes of this Section, the "CURRENT VALUECurrent Value"). Agent shall notify , and (b) such Loan Party in writing whether it intends to require a Mortgage and the other documents referred to below or in the case of leaseholdPerson shall, a leasehold Mortgage or a Collateral Access Agreement. Upon receipt of within two (2) Business Days after such notice requesting a Mortgageacquisition, the Person which has acquired such After Acquired Property shall furnish to the Agent within a reasonable time thereafter any of the following, each in form and substance reasonably satisfactory to the Agent: (ai) in the case of if such property is a fee interestproperty, a Mortgage with respect to such real property After-Acquired Property and related assets located at thereat, or if such property is a leasehold property, a Collateral Assignment of the After Acquired Propertyapplicable lease, each duly executed by such Person and in recordable formform and a landlord's agreement in form and substance satisfactory to the Lenders; (bii) in the case of a fee interest, evidence of the recording of the Mortgage or Collateral Assignment referred to in clause (ai) above in such office or offices as may be necessary or, in the reasonable opinion of the Agent, desirable to create and perfect a valid and enforceable first priority lien Lien on the property purported to be covered thereby or to otherwise protect the rights of the Agent and the Lenders thereunder, subject only to Permitted Encumbrances (ciii) in with respect to any fee property (or any leasehold property if required by the case of Agent) a fee interest, a title insurance policy satisfactory to AgentTitle Insurance Policy, (div) in with respect to any fee property (or any leasehold property if required by the case of a fee interest, Agent) a survey of such real property, certified to the Agent and to the issuer of the title insurance policy referred to in clause (c) above Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Agent, (v) in the case of a fee interest, Phase I environmental site assessments Environmental Site Assessments with respect to such real property, certified to the Agent by a company reasonably satisfactory to Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Agent, (evi) 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 real property in which such Person has a leasehold interest, and the certificate of occupancy, if any, occupancy with respect thereto, and (fvii) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In in the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and the Agent, and (viii) such other documents or instruments (including guarantees and opinions of counsel) as the Agent may reasonably require and as are reasonably related to the requested Mortgage. The Borrowers shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Credit Party's obligations under this SECTION 5.21Section 5.11.

After Acquired Real Property. Upon the acquisition by it or any of its Subsidiaries after the date hereof of any 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 $150,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 in the case of leasehold interest, immediately so notify Agentthe 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 (for purposes of this Section, the "CURRENT VALUE"). Agent Lender shall notify such Loan Party in writing whether it intends to require a Mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage or a Collateral Access Agreement. Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall furnish to Agent Lender, within a reasonable time thereafter thereafter, the following, each in form and substance reasonably satisfactory to AgentLender: (a) in the case of a fee interest, a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; (b) in the case of a fee interest, evidence of the recording of the Mortgage referred to in clause (a) above in such office or offices as may be necessary or, in the reasonable opinion of AgentLender, desirable to create and perfect a valid and enforceable first priority lien on the property purported to be covered thereby or to otherwise protect the rights of Agent and the Lenders Lender thereunder, (c) in the case of a fee interest, a title insurance policy satisfactory to AgentLender, (d) in the case of a fee interest, a survey of such real property, certified to Agent Lender and to the issuer of the title insurance policy referred to in clause (c) above by a licensed professional surveyor reasonably satisfactory to AgentLender, (v) in the case of a fee interest, Phase I environmental site assessments with respect to such real property, certified to Agent Lender by a company reasonably satisfactory to AgentLender, or such other evidence or description of the environmental status of the property reasonably acceptable to AgentLender, (e) 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, if any, with respect thereto, thereto and (f) such other documents or instruments (including guarantees and opinions of counsel) as Agent Lender may reasonably require. In the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and Agent. The Borrowers shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's obligations under this SECTION 5.21.

After Acquired Real Property. Upon the acquisition by it or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any Real Property real property (wherever located) (each such interest being an "AFTER ACQUIRED PROPERTY") (x) with a Current Value (as defined below) in excess of $150,000 1,000,000 in the case of a fee interest, or (y) in the case of a leasehold interest, requiring 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 in (if the case of leasehold interestlease term (including extensions) is equal to or greater than five years), immediately so notify the 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 (for purposes of this Section, the "CURRENT VALUE"). The Agent shall notify such Loan Party in writing whether it intends to require the Loan Party to use its reasonable best efforts (which shall not include the payment of any additional sums (other than incidental expenses) or the commencement of any legal action) to obtain a Mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage or a Collateral Access AgreementLandlord's Agreement (pursuant to Section 6.01(i) hereof). Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall promptly furnish to the Agent within a reasonable time thereafter the following, each in form and substance reasonably satisfactory to the Agent: (ai) in the case of a fee interest, a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; (bii) in the case of a fee interest, evidence of the recording of the Mortgage referred to in clause (ai) above in such office or offices as may be necessary or, in the reasonable good faith opinion of the Agent, desirable to create and perfect a valid and enforceable first priority lien on the property purported to be covered thereby or to otherwise protect the rights of the Agent and the Lenders thereunder, ; (ciii) in the case of a fee interest, a title insurance policy satisfactory to Agent, (d) in the case of a fee interestpolicy, a survey of such real property, certified to the Agent and to the issuer of the title insurance policy referred to in clause (c) above Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to Agent, (v) in the case of Agent and a fee interest, Phase I environmental site assessments Environmental Site Assessment with respect to such real property, certified to the Agent by a company reasonably satisfactory to the Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Agent, ; (eiv) 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 real property in which such Person has a leasehold interest, and the certificate of occupancy, if any, occupancy with respect thereto, and ; (fv) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In in the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord 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 or instruments (including, without limitation, guarantees and opinions of counsel) as the Agent may reasonably require, PROVIDED, HOWEVER, that nothing contained herein shall be deemed a modification of any other provisions of this Agreement restricting Acquisitions or investments by the Loan Parties. The Borrowers shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's obligations under this SECTION 5.21Section 6.01(i). Notwithstanding anything herein to the contrary, no Loan Party shall be restricted from acquiring After Acquired Property.

After Acquired Real Property. Upon the acquisition by it or any of its Domestic Subsidiaries after the date hereof Closing Date of any interest (whether fee or leasehold) in any Real Property (real property wherever located) , but excluding any Excluded Assets, (each such interest being an "AFTER ACQUIRED PROPERTY"“After Acquired Property”) (x) with a Current Value (as defined below) in excess of $150,000 750,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 100,000 in the case of a leasehold interest, immediately promptly so notify 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 ’s good-faith estimate of the current value of such real property (for purposes of this Section, the "CURRENT VALUE"“Current Value”). Agent shall notify such Loan Credit Party in writing whether it intends to require a Mortgage and the other documents referred to below (subject to the limitations contained in Section 5.1) or in the case of leasehold, a leasehold Mortgage or a Collateral Access AgreementLandlord’s Waiver (pursuant to Section 5.12). Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall promptly furnish to Agent within a reasonable time thereafter the following, in each case, prior to the Discharge of Term Obligations, to the extent delivered to the trustee for the holders of the Senior Secured Notes, and thereafter, at the request of Agent, and each in form and substance reasonably satisfactory to Agent: (ai) in the case of a fee interest, a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; , (bii) in the case of a fee interest, evidence of the recording of the Mortgage referred to in clause (ai) above in such office or offices as may be necessary or, in the reasonable opinion of Agent, desirable to create and perfect a valid and enforceable second priority (or, in the event that the Senior Secured Notes have been paid in full, first priority priority) lien on the property purported to be covered thereby or to otherwise protect the rights of Agent and the Lenders thereunder, (ciii) in the case of a fee interest, a title insurance policy satisfactory to AgentTitle Insurance Policy, (div) in the case of a fee interest, a survey of such real property, certified to Agent and to the issuer of the title insurance policy referred to in clause (c) above Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to Agent, (v) in the case of a fee interestat Agent’s reasonable request, Phase I Environmental Site Assessments, or such other non-intrusive and non-Phase II environmental site assessments assessment as Agent may reasonably request, with respect to such real property, certified to Agent by a company consultant reasonably satisfactory to Agent, or such other evidence or description provided that any consultant engaged by a Credit Party in connection with the acquisition of the environmental status of the real property reasonably acceptable shall be presumptively satisfactory to Agent, (evi) 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 real property in which such Person has a leasehold interest, and the certificate of occupancy, if any, occupancy with respect thereto, and (fvii) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In in the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and Agent, and (viii) such other documents or instruments (including guarantees and opinions of counsel) as Agent may reasonably require. The Borrowers shall pay all reasonable fees and expenses, including reasonable attorneys' ’ fees (excluding any allocated costs of in-house counsel) and out-of-pocket expenses, and all title insurance charges and premiums, in connection with each Loan Credit Party's ’s obligations under this SECTION 5.21Section 5.19.

After Acquired Real Property. Upon the acquisition by it any Loan Party or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any Real Property real property (wherever located) (each such interest being an "AFTER ACQUIRED PROPERTY") (x) with a Current Value (as defined below) in excess of $150,000 1.00 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 500,000 in the case of leasehold interest, immediately 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 (for purposes of this Section, the "CURRENT VALUE"). The Collateral Agent shall notify such Loan Party in writing whether it intends to require a Mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage or a Collateral Access Agreementlandlord's waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent within a reasonable time thereafter the following, each in form and substance reasonably satisfactory to the Collateral Agent: (ai) in the case of a fee interest, a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; , (bii) in the case of a fee interest, evidence of the recording of the Mortgage referred to in clause (ai) 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 property purported to be covered thereby or to otherwise protect the rights of Agent the Agents and the Lenders thereunder, (ciii) in if the case Current Value of a fee interest, a title insurance policy satisfactory to Agentsuch real property exceeds $1 million, (dA) in the case of a fee interestTitle Insurance Policy, (B) a survey of such real property, certified to the Collateral Agent and to the issuer of the title insurance policy referred to in clause (c) above Title Insurance Policy by a licensed professional surveyor survey or reasonably satisfactory to the Collateral Agent, and (vC) in the case of a fee interest, Phase I environmental site assessments assessment reports with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Collateral Agent, (eiv) 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 real property in which such Person has a leasehold interest, and the certificate of occupancy, if any, occupancy with respect thereto, and (fv) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In in the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord 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 or instruments (including guarantees and opinions of counsel) as the Collateral Agent may reasonably require. Borrowers The Loan Parties shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's their obligations under this SECTION 5.21Section 7.01(o).

After Acquired Real Property. Upon the acquisition by it the Borrower or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any Real Property real property (wherever located) (each such interest being an "AFTER ACQUIRED PROPERTYAfter Acquired Property") (x) with a Current Value (as defined below) in excess of $150,000 500,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 125,000 in the case of leasehold interest, immediately the Borrower shall 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 PartyBorrower's good-faith estimate of the current value of such real property (for purposes of this Section, the "CURRENT VALUECurrent Value"). The Collateral Agent shall notify such Loan Party the Borrower, in writing within 60 days after receiving notice from the Borrower pursuant to the preceding sentence, whether it the Collateral Agent for the benefit of the Lenders intends to require a New Mortgage and the other documents referred to below or in the case of leasehold, a leasehold New Mortgage or a Collateral Access Agreementlandlord's waiver pursuant to Section 8.15. Upon receipt of such notice requesting a New Mortgage, the Person which has acquired such After Acquired Property shall promptly furnish to the Collateral Agent within a reasonable time thereafter the following, each in form and substance reasonably satisfactory to the Collateral Agent: (ai) in the case of a fee interest, a New Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; (bii) in the case of a fee interest, evidence of the recording of the New Mortgage referred to in clause (ai) above in such office or offices as may be necessary or, in the reasonable opinion of Agent, desirable to create and perfect a valid and enforceable first priority lien (subject only to Permitted Liens) on the property purported to be covered thereby or to otherwise protect the rights of the Collateral Agent and the Lenders thereunder, (ciii) in the case of a fee interest, a title insurance policy satisfactory to AgentTitle Insurance Policy, (div) in the case of a fee interest, a survey of such real property, certified to the Collateral Agent and to the issuer of the title insurance policy referred to in clause (c) above Title Insurance Policy by a licensed professional surveyor survey or reasonably satisfactory to the Collateral Agent, (v) in the case of a fee interest, Phase phase I environmental site assessments assessment reports with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Collateral Agent, (evi) 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 real property in which such Person has a leasehold interest, and the certificate of occupancy, if any, occupancy with respect thereto, and (fvii) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In in the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between from the landlord (and the Borrower shall use its commercially reasonable efforts to obtain such an agreement from any fee mortgagee) with respect to such real property and Agentthe Collateral Agent for the benefit of the Lenders and (viii) such other documents or instruments (including guarantees and opinions of counsel) as the Collateral Agent may reasonably require. Borrowers The Borrower shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's their obligations under this SECTION 5.21Section.

After Acquired Real Property. Upon the acquisition by it or any of its Subsidiaries after the date hereof of any 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 $150,000 in the case of a fee interest, or (y) requiring the payment of annual rent exceeding in the aggregate $250,000 in the case of leasehold interest, immediately so notify 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 (for purposes of this Section, the "CURRENT VALUE"). Agent shall notify such Loan Party in writing whether it intends to require a Mortgage and the other documents referred to below or in the case of leasehold, a leasehold Mortgage or a Collateral Access Agreement. Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Property shall furnish to Agent within a reasonable time thereafter the following, each in form and substance reasonably satisfactory to Agent: (a) in the case of a fee interest, a Mortgage with respect to such real property and related assets located at the After Acquired Property, each duly executed by such Person and in recordable form; (b) in the case of a fee interest, evidence of the recording of the Mortgage referred to in clause (a) above in such office or offices as may be necessary or, in the reasonable opinion of Agent, desirable to create and perfect a valid and enforceable first priority lien on the property purported to be covered thereby or to otherwise protect the rights of Agent and the Lenders thereunder, (c) in the case of a fee interest, a title insurance policy satisfactory to Agent, (d) in the case of a fee interest, a survey of such real property, certified to Agent and to the issuer of the title insurance policy referred to in clause (c) above by a licensed professional surveyor reasonably satisfactory to Agent, (v) in the case of a fee interest, Phase I environmental site assessments with respect to such real property, certified to Agent by a company reasonably satisfactory to Agent, or such other evidence or description of the environmental status of the property reasonably acceptable to Agent, (e) 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, if any, with respect thereto, and (f) such other documents or instruments (including opinions of counsel) as Agent may reasonably require. In the case of a leasehold interest, the Person which has acquired such After Acquired property shall request of the landlord an attornment and nondisturbance agreement between the landlord (and any fee mortgagee) with respect to such real property and Agent. Borrowers shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's obligations under this SECTION 5.215.20.