Common use of Additional Mortgages, Etc Clause in Contracts

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

Additional Mortgages, Etc. From and after the Effective Second Restatement Date, in the event that (i) Company Parent or any Subsidiary Guarantor acquires any fee interest in real property with a value of more than $1,500,000 Material Real Property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property Material Real Property or any Material Leasehold Property, excluding in the case of clause (ii) above excluding any such mixed property asset or Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Company Parent and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor’s or senior lienholder’s consent (any such non-excluded mixed property asset or Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company Parent or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, (A) a fully executed and notarized Mortgage (an “Additional Mortgage,” and together with all such Mortgages, the “Additional Mortgages”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property, ; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Effective Second Restatement Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were an Existing a Second Restatement Date Mortgaged Property or that may otherwise be reasonably required by Administrative Agent or Collateral Agent; provided, however, that notwithstanding anything to the contrary and (B) in the foregoingcase of any such Material Leasehold Property, Company if a Parent or any Subsidiary is able to obtain using commercially reasonable efforts, a Landlord Consent and its Subsidiaries shall be deemed to be in compliance Estoppel with this subsection 6.9A if they perform the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are required to be delivered by Company to Administrative Agent pursuant to clause (ii) or (iii) of subsection 6.1, so long as the fair market value of all real property for which performance under subsection 6.9A has not been made, when added to the aggregate value of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the aggregate at any timerespect thereto.

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

Additional Mortgages, Etc. From and after the Effective Date, in the event that (i) Company Parent or any Subsidiary Guarantor acquires any fee interest in real property with a value of more than $1,500,000 Material Real Property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property Material Real Property or any Material Leasehold Property, excluding in the case of clause (ii) above excluding any such mixed property asset or Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Company Parent and its Restricted Subsidiaries have attempted in good faith, but are unable, to obtain such lessor’s or senior lienholder’s consent (any such non-excluded mixed property asset or Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company Parent or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary GuarantorGuarantor (or such later time the Administrate Agent may agree in its reasonable discretion), as the case may be, (A) a fully executed and notarized Mortgage (an “Additional Mortgage,” and together with all such Mortgages, the “Additional Mortgages”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property, ; and such opinions, appraisal, documents, title insurance, flood hazard certifications and evidence of flood insurance (if required), environmental reports that would have been delivered on the Effective Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were an Existing a 2023 Mortgaged Property or that may otherwise be reasonably required by Administrative Agent Agent, (B) in the case of any such Material Leasehold Property, if a Parent or Collateral Agent; providedany Restricted Subsidiary is able to obtain using commercially reasonable efforts, howevera Landlord Consent and Estoppel with respect thereto and (C) with respect to any Flood Hazard Property, that notwithstanding anything in each in case in form and substance satisfactory to the contrary Administrative Agent prior to filing any such Additional Mortgage: (i) the Parent’s or Subsidiary Guarantor’s written acknowledgment of receipt of written notification from the Administrative Agent (x) as to the fact that such Additional Mortgaged Property is a Flood Hazard Property, (y) as to whether the community in which each such Flood Hazard Property is located is participating in the foregoingNational Flood Insurance Program and (z) such other flood hazard determination forms, Company notices and its Subsidiaries shall be deemed to be in compliance with this subsection 6.9A if they perform confirmations thereof as requested by the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are required to be delivered by Company to Administrative Agent pursuant to clause and the Lenders; and (ii) copies of insurance policies or (iii) certificates of subsection 6.1, so long as insurance of the fair market value of all real property for which performance under subsection 6.9A has not been made, when added Parent or Subsidiary Guarantor evidencing flood insurance reasonably satisfactory to the aggregate value Administrative Agent and the Lender and naming the Administrative Agent as loss payee on behalf of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the aggregate at any timeLenders.

Additional Mortgages, Etc. From and after (a) With respect to any Acquired Property, on or before the Effective Date, in the event that date of Loan being utilized to acquire such property (i) Company execute and deliver to the Lender such Mortgages or any Subsidiary Guarantor acquires any fee interest such other documents (including, to the extent required by the Lender, opinions of counsel), each in real property with form and substance satisfactory to the Lender, as the Lender reasonably deems necessary or advisable to the grant to the Lender a value first priority mortgage or deed of more than $1,500,000 or any Material Leasehold Property or trust Lien on such property, subject only to Permitted Liens, (ii) at record such Mortgage and take all other actions necessary or advisable to grant to the time any Person becomes Lender a Subsidiary Guarantor, such Person owns or holds any fee perfected first priority security interest in real property or any Material Leasehold Propertysuch property, in including the case filing of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor’s or senior lienholder’s consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an “Additional Mortgage,” and together with all such Mortgages, the “Additional Mortgages”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party Uniform Commercial Code financing statements in such Additional Mortgaged Property, and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Effective Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were an Existing Mortgaged Property or that jurisdictions as may be reasonably required by Administrative Agent the Mortgages or Collateral Agent; providedby law or as may be requested by the Lender, however, that notwithstanding anything and (iii) deliver to the contrary Lender: (A) an ALTA Lender’s title policy dated as of the date and time of recording such Mortgage, insuring the first lien priority of such Mortgage and reflecting only such title exceptions as are acceptable to the Lender, together with all endorsements reasonably requested by the Lender; (B) satisfactory flood certificates with respect to such Mortgaged Property; and (C) evidence of insurance for such Mortgaged Property as required by Section 6.05 and the applicable Mortgage. (b) Upon the request of the Borrowing Agent, any Mortgaged Property as to which the requirements of Section 6.09(a) have been satisfied may be included in the foregoing, Company and its Subsidiaries shall be deemed to be in compliance with this subsection 6.9A if they perform Borrowing Base upon receipt by the obligations under this subsection 6.9A on or prior Lender of (A) a Borrowing Base Certificate giving effect to the next succeeding date on which financial statements are required inclusion of such Mortgaged Property, and (B) an Acceptable Appraisal. (c) Furthermore, the Borrowers shall cause to be delivered by Company to Administrative Agent pursuant to clause (ii) or (iii) of subsection 6.1, so long as the fair market value of all real property for which performance under subsection 6.9A has not been made, when added to the aggregate value Lender such opinions of counsel, title insurance (and endorsements thereto), appraisals, and other reports, certificates and documents as may be requested by the Lender with respect to any Mortgaged Property, including, if the Lender determines that it is required by law or regulation to have appraisals prepared in respect of any real property, appraisals which satisfy the applicable requirements of the assets Real Estate Appraisal Reform Amendments of all Subsidiaries for the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which performance under subsection 6.8 has not been made, does not exceed $10,000,000 shall be in form and substance satisfactory to the aggregate at any timeLender.

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

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

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

Additional Mortgages, Etc. From and after the Restatement Effective Date, in the event that if (i) Company Borrower or any Restricted Subsidiary Guarantor acquires any fee interest in real property with any, or a value of more than $1,500,000 Real Property Asset becomes a, Material Fee Property or any a Material Leasehold Property (including as a result of the exercise of a Real Estate Option), or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, (X) Borrower shall, or shall cause the applicable Restricted Subsidiary to, deliver to Administrative Agent those reports and certificates described under subsection B of Schedule 6.15 annexed hereto with respect to any such Material Fee Property or Material Leasehold Property (to the extent not previously delivered) and (Y) in the either case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Company Borrower and its Subsidiaries have attempted in good faith, but are unable, unable to obtain such lessor’s or senior lienholder’s consent after using commercially reasonable efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company Borrower or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an “Additional Mortgage,” and together with all such Mortgages, of the “Additional Mortgages”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property, and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Effective Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were an Existing Mortgaged Property or that may be reasonably required by Administrative Agent or Collateral Agent; provided, however, that notwithstanding anything to the contrary in the foregoing, Company and its Subsidiaries shall be deemed to be in compliance with this subsection 6.9A if they perform the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are items required to be delivered by Company in connection with the Existing Mortgages (to the extent not previously delivered). Notwithstanding the foregoing, this subsection 6.9B shall not apply to any Real Property Asset to the extent Administrative Agent pursuant has determined in its sole discretion that the collateral value thereof is insufficient to clause (ii) or (iii) justify the difficulty, time and/or expense of subsection 6.1, so long as the fair market value of all real property for which performance under subsection 6.9A has not been made, when added to the aggregate value of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the aggregate at any timeobtaining a Lien and/or title and extended title insurance thereon.

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

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

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

Additional Mortgages, Etc. From and after the Effective Closing Date, in the event that if (i) Company Borrower or any Restricted Subsidiary Guarantor acquires any fee interest in real property with any, or a value of more than $1,500,000 Real Property Asset becomes a, Material Fee Property or any a Material Leasehold Property (including as a result of the exercise of a Real Estate Option), or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, (X) Borrower shall, or shall cause the applicable Restricted Subsidiary to, deliver to Administrative Agent those reports and certificates described under subsection B of Schedule 6.15 annexed hereto with respect to any such Material Fee Property or Material Leasehold Property (to the extent not previously delivered) and (Y) in the either case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Company Borrower and its Subsidiaries have attempted in good faith, but are unable, unable to obtain such lessor’s or senior lienholder’s consent after using commercially reasonable efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company Borrower or such Subsidiary Guarantor shall deliver to Administrative 115 Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an “Additional Mortgage,” and together with all such Mortgages, of the “Additional Mortgages”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property, and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Effective Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were an Existing Mortgaged Property or that may be reasonably required by Administrative Agent or Collateral Agent; provided, however, that notwithstanding anything to the contrary in the foregoing, Company and its Subsidiaries shall be deemed to be in compliance with this subsection 6.9A if they perform the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are items required to be delivered by Company in connection with the Closing Date Mortgages (to the extent not previously delivered). Notwithstanding the foregoing, this subsection 6.9B shall not apply to any Real Estate Asset to the extent Administrative Agent pursuant has determined in its sole discretion that the collateral value thereof is insufficient to clause (ii) or (iii) justify the difficulty, time and/or expense of subsection 6.1, so long as the fair market value of all real property for which performance under subsection 6.9A has not been made, when added to the aggregate value of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the aggregate at any timeobtaining a Lien and/or title and extended title insurance thereon.

Additional Mortgages, Etc. From and after the Effective Closing Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property on which an antenna or tower is located or with a fair market value in excess of more than $1,500,000 1,000,000 or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any such fee interest in real property or any Material Leasehold Property, in the case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faithfaith using best efforts, but are unable, to obtain such lessor’s 's or senior lienholder’s 's consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”"ADDITIONAL MORTGAGED PROPERTY"), Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an “Additional Mortgage,” and together with all such Mortgages, the “Additional Mortgages”"ADDITIONAL MORTGAGE"), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property, ; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Effective Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were an Existing a Post-Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent or Collateral Agent; provided, provided however, that notwithstanding anything to the contrary in the foregoing, Company and its Subsidiaries any such Subsidiary Guarantor shall not be deemed required to be in compliance comply with the provisions of this subsection 6.9A if they perform the obligations under this subsection 6.9A on or 6.9 prior to the next succeeding date on time at which financial statements are compliance is required with respect to be delivered by Company to Administrative Agent pursuant to clause (ii) or (iii) of subsection 6.1, so long as the fair market value of all real property for which performance Post-Closing Date Mortgaged Properties under subsection 6.9A has not been made, when added to the aggregate value of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the aggregate at any time6.12.

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

Additional Mortgages, Etc. From and after the Effective Closing Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest or freehold interest in real property with a value of more than $1,500,000 or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest or freehold interest in real property or any Material Leasehold Property, in the case of clause (ii) above above, excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, unable to obtain such lessor’s 's or senior lienholder’s 's consent (any such non-non- excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “"Additional Mortgaged Property”"), Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and and, where applicable, notarized Mortgage (an “"Additional Mortgage,” and together with all such Mortgages, the “Additional Mortgages”"), in proper form for recording duly recorded or registered in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property, ; and such opinions, appraisalappraisals, documents, title insurance, environmental reports that would have been delivered on the Effective Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were an Existing (y) a Post-Closing Date Mortgaged Property in the case of an Additional Mortgaged Property located in any jurisdiction other than the United Kingdom and (z) the U.K. Subsidiary Mortgaged Property in the case of an Additional Mortgaged Property located in the United Kingdom, or in each case that may be reasonably required by Administrative Agent Agent. Company will, and will cause each applicable Subsidiary to cause any Additional Mortgaged Property located in Canada not to be designated or Collateral Agent; providedlisted for regulation by any conservation authority under the Conservation Authorities Act (Ontario) (or, however, that notwithstanding anything to the contrary in the foregoingif designated or 126 listed, Company will, and its Subsidiaries shall be deemed will cause each applicable Subsidiary to be in compliance cause such Additional Mortgaged Property to comply with this subsection 6.9A if they perform the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are required to be delivered by Company to Administrative Agent pursuant to clause (ii) or (iii) of subsection 6.1, so long as the fair market value of all real property for which performance under subsection 6.9A has not been made, when added to the aggregate value of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the aggregate at any timesuch regulations).

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

Additional Mortgages, Etc. From and after the Effective Closing Date, in the event that (i) Company or any Subsidiary Guarantor which is a Significant Subsidiary acquires any fee interest in real property with a value of more than $1,500,000 any Real Property Asset or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary GuarantorGuarantor which is a Significant Subsidiary, such Person holds or owns or holds any fee interest in real property any Real Property Asset or any Material leasehold interest in any Leasehold Property, in either case excluding any Real Property Asset or Leasehold Property the encumbrancing of which is prohibited by regulatory restrictions applicable to such Subsidiary Guarantor or which requires the consent of any applicable lessor or (in the case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessorabove) or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, unable to obtain such lessor’s 's or senior lienholder’s 's consent (any such non-excluded Real Property Asset or Leasehold Property described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”"ADDITIONAL MORTGAGED PROPERTY"), Company or such Subsidiary Guarantor shall promptly notify Facility Manager of the acquisition of such Additional Mortgaged Property or such Subsidiary Guarantor and, upon request, of Facility Manager, shall deliver to Administrative AgentFacility Manager, as soon as practicable after such Person acquires such thereafter, the following: (i) Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a Mortgage. A fully executed and notarized Mortgage (an “Additional Mortgage,” and together with all such Mortgages, the “Additional Mortgages”"ADDITIONAL MORTGAGE"), in proper form for recording duly recorded in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property, and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Effective Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were an Existing Mortgaged Property or that may be reasonably required by Administrative Agent or Collateral Agent; provided, however, that notwithstanding anything to the contrary in the foregoing, Company and its Subsidiaries shall be deemed to be in compliance with this subsection 6.9A if they perform the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are required to be delivered by Company to Administrative Agent pursuant to clause (ii) or (iii) of subsection 6.1, so long as the fair market value of all real property for which performance under subsection 6.9A has not been made, when added to the aggregate value of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the aggregate at any time.;

Additional Mortgages, Etc. From and after the Effective Closing Date, in the event that (i) Company or any Subsidiary Guarantor Loan Party acquires any fee or freehold interest in real property or any Leasehold Property with a fair market value in excess of more than $1,500,000 or any Material Leasehold Property 1,000,000 (unless otherwise permitted by Agent in its reasonable discretion) or (ii) at the time any Person becomes a Subsidiary GuarantorLoan Party, such Person owns or holds any fee or freehold interest in real property or any Material Leasehold PropertyProperty with a fair market value in excess of $1,000,000, in the case of clause (ii) above above, excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Company Borrower and its Subsidiaries have attempted in good faith, but are unable, unable to obtain such lessor’s 's or senior lienholder’s 's consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “"Additional Mortgaged Property”"), Company or such Subsidiary Guarantor Loan Party shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary GuarantorLoan Party, as the case may be, a fully executed and notarized Mortgage (an “"Additional Mortgage,” and together with all such Mortgages, the “Additional Mortgages”"), in proper form for recording duly recorded in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property, ; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Effective Closing Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were an Existing a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent or Collateral Agent; provided, however, that notwithstanding anything to the contrary in the foregoing, Company and its Subsidiaries shall be deemed to be in compliance with this subsection 6.9A if they perform the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are required to be delivered by Company to Administrative Agent pursuant to clause (ii) or (iii) of subsection 6.1, so long as the fair market value of all real property for which performance under subsection 6.9A has not been made, when added to the aggregate value of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the aggregate at any time.

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

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

Additional Mortgages, Etc. From and after the Effective Closing Date, in the event that if (i) Company Borrower or any Subsidiary Guarantor acquires any fee interest in real property with a value of more than $1,500,000 Material Real Property or any Material Leasehold Property Property; or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property Material Real Property or any Material Leasehold Property, in the case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Company Borrower and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor’s or senior lienholder’s consent after use of their best efforts (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company Borrower or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an “Additional Mortgage,” and together with all such Mortgages, the “Additional Mortgages”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property, ; and such opinions, appraisal, documents, title insurance, Survey and environmental reports that either would have been delivered on the Effective Closing Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were an Existing a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent or Collateral Agent; provided, howeverin each case, that notwithstanding anything to the contrary in the foregoing, Company form and its Subsidiaries shall be deemed to be in compliance with this subsection 6.9A if they perform the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are required to be delivered by Company substance satisfactory to Administrative Agent pursuant to clause (ii) or (iii) of subsection 6.1, so long as Agent. Borrower further covenants and agrees that the fair market value of all fee interests in real property for which performance under subsection 6.9A has owned or acquired by Borrower or any Subsidiary Guarantor that are not been made, when added to included within the aggregate value definitions of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does “Material Real Property” and “Additional Mortgaged Property” shall not exceed $10,000,000 5,000,000 in the aggregate at any timeaggregate.

Additional Mortgages, Etc. From and after the Amendment No. 3 Effective Date, in the event that (i) Company Parent or any Subsidiary Guarantor acquires any fee interest in real property with a value of more than $1,500,000 Material Real Property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property Material Real Property or any Material Leasehold Property, excluding in the case of clause (ii) above excluding any such mixed property asset or Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Company Parent and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor’s or senior lienholder’s consent (any such non-excluded mixed property asset or Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company Parent or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, (A) a fully executed and notarized Mortgage (an “Additional Mortgage,” and together with all such Mortgages, the “Additional Mortgages”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property, ; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Amendment No. 3 Effective Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were an Existing a Amendment No. 3 Mortgaged Property or that may otherwise be reasonably required by Administrative Agent or Collateral Agent; provided, however, that notwithstanding anything to the contrary and (B) in the foregoingcase of any such Material Leasehold Property, Company if a Parent or any Subsidiary is able to obtain using commercially reasonable efforts, a Landlord Consent and its Subsidiaries shall be deemed to be in compliance Estoppel with this subsection 6.9A if they perform the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are required to be delivered by Company to Administrative Agent pursuant to clause (ii) or (iii) of subsection 6.1, so long as the fair market value of all real property for which performance under subsection 6.9A has not been made, when added to the aggregate value of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the aggregate at any timerespect thereto.

Additional Mortgages, Etc. From and after the Effective Closing Date, in the event that (i) Company or any Subsidiary Guarantor Loan Party acquires any fee interest in real property with a value of more than $1,500,000 or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in the either case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor’s 's or senior lienholder’s 's consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “"Additional Mortgaged Property”"), Company or such Subsidiary Guarantor other Loan Party shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an “"Additional Mortgage,” and together with all such Mortgages, the “Additional Mortgages”"), in proper form for recording duly recorded in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property, ; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Effective Closing Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were an Existing a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent or Collateral Agent; provided, howeverincluding, that notwithstanding anything to the contrary without limitation, in the foregoingcase of any Additional Mortgaged Property consisting of a Material Leasehold Property, Company (a) a Landlord Consent and its Subsidiaries shall be deemed to be in compliance Estoppel with this subsection 6.9A if they perform the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are required to be delivered by Company to Administrative Agent pursuant to clause respect thereto and (iib) or (iii) of subsection 6.1, so long as the fair market value of all real property for which performance under subsection 6.9A has not been made, when added to the aggregate value of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the aggregate at any timeevidence that such Material Leasehold Property is a Recorded Leasehold Interest.

Additional Mortgages, Etc. From and after the RestatementFourth Amendment Effective Date, in the event that if (i) Company Borrower or any Restricted Subsidiary Guarantor acquires any fee interest in real property with any, or a value of more than $1,500,000 Real Property Asset becomes a, Material Fee Property or any a Material Leasehold Property (including as a result of the exercise of a Real Estate Option), or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, (X) Borrower shall, or shall cause the applicable Restricted Subsidiary to, deliver to Administrative Agent those reports and certificates described under subsection B of Schedule 6.15 annexed hereto with respect to any such Material Fee Property or Material Leasehold Property (to the extent not previously delivered) and (Y) in the either case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Company Borrower and its Subsidiaries have attempted in good faith, but are unable, unable to obtain such lessor’s or senior lienholder’s consent after using commercially reasonable efforts (any such non-excludednon excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company Borrower or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully all of the items required to befully executed and notarized Mortgage (an “Additional Mortgage,” and together Mortgages with all such Mortgages, the “Additional Mortgages”), respect thereto in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property, and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Effective Date or prior thereto under insurance policies materially consistent with the Existing Credit Agreement if Title Policies (with such endorsements and affirmative insurance as Administrative Agent may reasonably request; provided that, as to any such Additional Mortgaged Property were an Existing Mortgaged Property that at the time of acquisition by the Borrower or such Subsidiary Guarantor is either then currently under material construction or that may has otherwise recently completed material construction but for which inchoate mechanics liens related thereto that are not then time-barred if not otherwise filed of record, the Borrower or such Guarantor, as applicable, shall not be reasonably required by Administrative Agent or Collateral Agent; provided, however, that notwithstanding anything obligated to the contrary in the foregoing, Company and its Subsidiaries shall be deemed provide any indemnities to be in compliance with this subsection 6.9A if they perform the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are required to be delivered by a Title Company to Administrative Agent pursuant induce such Title Company to clause (ii) insure against, or (iii) of subsection 6.1delete the exception to coverage for, loss arising from inchoate mechanics liens, so long as the fair market value of Lien on the Additional Mortgaged Property shall at all real property for which performance under subsection 6.9A has not been madetimes be First Priority; provided, when added further however, that the Borrower shall use commercially reasonable efforts to cause the Title Company to deliver an endorsement to the aggregate value applicable title insurance policy insuring against such inchoate mechanics liens after such time following completion of construction as would be required for such inchoate mechanics liens to be time-barred if not filed of record) and all of the assets other items previously delivered in connection with the Existing MortgagesMortgaged Properties (to the extent reasonably requested by Administrative Agent and not previously delivered). Notwithstanding the foregoing, this subsection 6.9B shall not apply to any Real Property Asset to the extent Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the aggregate at any timeobtaining a Lien and/or title and extended title insurance thereon.

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

Additional Mortgages, Etc. From and after the Effective Date, in the event that (i) Company or any Subsidiary Guarantor Loan Party acquires any fee interest in real property with a value of more than $1,500,000 or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in the either case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor (including any third party master lessor) or then-existing senior lienholder, where Company Borrower and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor’s or senior lienholder’s consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company Borrower or such Subsidiary Guarantor other Loan Party shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an “Additional Mortgage,” and together with all such Mortgages, the “Additional Mortgages”), in proper form for recording duly recorded in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property, ; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Effective Date or prior thereto under the Existing Credit Agreement if such Additional Mortgaged Property were an Existing a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent or Collateral Agent; provided, howeverincluding, that notwithstanding anything to the contrary without limitation, in the foregoingcase of any Additional Mortgaged Property consisting of a Material Leasehold Property, Company (a) a Landlord Consent and its Subsidiaries shall be deemed to be in compliance Estoppel with this subsection 6.9A if they perform the obligations under this subsection 6.9A on or prior to the next succeeding date on which financial statements are required to be delivered by Company to Administrative Agent pursuant to clause respect thereto and (iib) or (iii) of subsection 6.1, so long as the fair market value of all real property for which performance under subsection 6.9A has not been made, when added to the aggregate value of the assets of all Subsidiaries for which performance under subsection 6.8 has not been made, does not exceed $10,000,000 in the aggregate at any timeevidence that such Material Leasehold Property is a Recorded Leasehold Interest.