Common use of Real Property; Fixtures Clause in Contracts

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two (2) Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 not constituting Excluded Real Property, it will promptly (and in any event within two five (25) Business Days of acquisition) notify Agent of the acquisition of such Real Property Property, to the extent required by the Credit Agreement, and will will, within twenty (20) Business Days of such acquisition, grant to Agent, for the benefit of the Lender Group and the Bank Product ProvidersGroup, a second first priority Mortgage (subject only to Permitted Liens and the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor AgreementAgreements) on each fee interest in such Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretionreasonable discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ and documented attorneys fees of outside counsel and out- of-pocket expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest or leasehold interest in Real Property having a fair market value in excess of $250,000 1,000,000 it will promptly (and in any event within two (2) Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a first priority Mortgage (or, with respect to the Term Loan Priority Collateral, a second priority Mortgage (subject only to the first priority Mortgage granted in favor Liens of the Term Loan Agent with respect to the extent permitted under Term Loan Priority Collateral, securing the Split Lien Term Loan Obligations in accordance with the terms of the Intercreditor Agreement) on each fee interest in Real Property (other than any such Real Property is encumbered by a Permitted Lien and does not secure the Term Loan Obligations) now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 1,000,000 it will promptly (and in any event within two (2) Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product ProvidersGroup, a second first priority Mortgage (subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the first priority interests of lessors under Capital Leases) Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ ' fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;.

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two (2) 5 Business Days of acquisition) notify Agent of the acquisition of such Real Property and and, if so requested by the Agent (acting at the direction of the Required Lender Group), will promptly grant to Agent, for the benefit of the Lender Group and the Bank Product ProvidersGroup, a second third priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent Permitted Liens to the extent permitted under such Permitted Liens prime the Split Lien Intercreditor AgreementAgent’s Liens) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretionexercise of reasonable (from the perspective of a secured lender) business judgment, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property. It is understood that the Lender Group will, on the date hereof, not require a mortgage in respect of the real property owned by the Grantors in Binghamton, New York, but reserves the right, in the sole discretion of the Lender Group, to require such a mortgage at a future date;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two (2) 5 Business Days of acquisition) notify Collateral Agent of the acquisition of such Real Property and will grant to Collateral Agent, for the benefit of the Lender Group and the Bank Product ProvidersGroup, a second first priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor AgreementPermitted Liens) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Collateral Agent, in connection with the grant of such Mortgage as Collateral Agent shall request in its Permitted Discretion, including including, without limitation, title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having with a fair market value Current Value in excess of $250,000 100,000 it will promptly (and in any event within two (2) 5 Business Days of acquisition) notify Administrative Agent of the acquisition of such Real Property and, at the request of Administrative Agent in its sole and absolute discretion, (A) it will grant to Administrative Agent, for the benefit of the Lender Group and the Bank Product ProvidersGroup, a second first priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor AgreementPermitted Liens) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to AgentAdministrative Agent in its sole and absolute discretion, in connection with the grant of such Mortgage as Administrative Agent shall request in its Permitted Discretionrequest, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor (B) it shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;.

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two five (25) Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such Additional Documents as Agent may reasonably request (including Mortgage Policies, other documentation title insurance, appraisals, a phase-I environmental report and opinionsa real estate survey, financing statements, fixture filings, one or more opinions of counsel and any other Additional Documents), all in form and substance reasonably satisfactory to Agent, in connection with the grant of each such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real propertyany Real Property;

Real Property; Fixtures. Each Grantor The Borrower covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two (2) 5 Business Days of acquisition) notify Agent the Secured Party of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, Secured Party a second priority first Mortgage lien (subject only to Permitted Liens and any exceptions to title existing at the time the fee interest in such Real Property is conveyed to the first priority Mortgage granted in favor of the Term Loan Agent Borrower and appearing on schedule B to the extent permitted under title insurance policy insuring the Split Lien Intercreditor AgreementBorrower's fee interest in such Real Property) on each fee interest in Real Property now or hereafter owned by such Grantor the Borrower and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Agentthe Secured Party, in connection with the grant of such Mortgage as Agent the Secured Party shall request in its Permitted Discretionreasonably request, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor the Borrower shall pay all recording costs, intangible intangibles taxes and other fees and costs (including reasonable attorneys’ ' fees and expenses) incurred in connection therewith. Each Grantor The Borrower acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral (other than Real Property Collateral) shall remain personal property regardless of the manner of its attachment or affixation to real property;Real Property.

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 1,000,000 it will promptly (and in any event within two five (25) Business Days days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second first priority Mortgage (subject only to the first priority Mortgage granted in favor Liens permitted pursuant to clause (k) of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreementdefinition of Permitted Liens) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ ' fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that (i) upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 5,000,00010,000,000 in value it will promptly (and in any event within two five (25) Business Days of acquisition) notify the Collateral Agent of the acquisition of such Real Property and (ii) upon the acquisition of any fee interest in Real Property in excess of $5,000,00010,000,000 in value, it will grant to the Collateral Agent, for the benefit of the Lender Group and the Bank Product ProvidersSecured Parties, a second priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent Mortgage, subject to the extent permitted under the Split Lien Intercreditor Agreement) Permitted Liens, on each such acquired fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to the Collateral Agent, in connection with the grant of such Mortgage as the Collateral Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable lawApplicable Law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two (2) 5 Business Days of acquisition) notify Agent of the acquisition of such Real Property and and, if so requested by the Agent, will promptly grant to Agent, for the benefit of the Lender Group and the Bank Product ProvidersProvider, a second first priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent Permitted Liens to the extent permitted under such Permitted Liens prime the Split Lien Intercreditor AgreementAgent’s Liens) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 1,000,000 it will promptly (and in any event within two five (25) Business Days days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second first priority Mortgage (subject only to the first priority Mortgage granted in favor Liens permitted pursuant to clause (k) of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreementdefinition of Permitted Liens) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes costs and other fees and costs (including reasonable attorneys’ lawyers' fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 not constituting Excluded Real Property, it will promptly (and in any event within two five (25) Business Days of acquisition) notify Agent of the acquisition of such Real Property Property, to the extent required by the Credit Agreement, and will will, within twenty (20) Business Days of such acquisition, grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second first priority Mortgage (subject only to Permitted Liens and the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest in such Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ and documented attorneys fees of outside counsel and out-of-pocket expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee or with respect to any Data Center Lease, leasehold, interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two five (25) Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest or, if consented to by the applicable Landlord, leasehold, interest, as applicable, in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 1,000,000 it will promptly (and in any event within two (2) Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second first priority Mortgage (subject only to the first priority Mortgage granted in favor terms of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement, the Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases) Mortgage on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;.

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having with a fair market value Current Value in excess of $250,000 100,000 it will promptly (and in any event within two (2) 5 Business Days of acquisition) notify Agent of the acquisition of such Real Property and, at the request of Agent in its sole and absolute discretion, (A) it will grant to Agent, for the benefit of the Lender Group and the Bank Product ProvidersPurchaser Group, a second first priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor AgreementPermitted Liens) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to AgentAgent in its sole and absolute discretion, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretionrequest, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor (B) it shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;.

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 2,000,000 it will promptly (and in any event within two (2) seven Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second first priority Mortgage (subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the first priority interests of lessors under Capital Leases) Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;.

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 500,000, it will promptly (and in any event within two (2) Business Days of acquisition) notify Agent of the acquisition of such Real Property and (unless such Real Property was acquired with the proceeds of Permitted Purchase Money Indebtedness which is secured by a purchase money lien permitted under the Credit Agreement) will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 1,000,000 it will promptly (and in any event within two five (25) Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product ProvidersLenders, a second first priority Mortgage (subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the first priority Mortgage granted in favor interests of the Term Loan Agent to the extent permitted lessors under the Split Lien Intercreditor Agreementcapital leases) mortgage on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage mortgage as Agent shall request in its Permitted Discretionsole discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;.

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 10,000,000 it will promptly (and in any event within two (2) Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second first priority Mortgage (subject only to the first priority Permitted Liens) Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to AgentAgent in its Permitted Discretion, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;.

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two (2) 5 Business Days of acquisition) notify Collateral Agent and Administrative Agent of the acquisition of such Real Property and, if so requested by the Collateral Agent and Administrative Agent, will promptly grant to Collateral Agent, for the benefit of the Lender Group and the Bank Product ProvidersAdministrative Agent, a second priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent Permitted Liens to the extent permitted under such Permitted Liens prime the Split Lien Intercreditor AgreementCollateral Agent’s Liens) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Collateral Agent and Administrative Agent, in connection with the grant of such Mortgage as Collateral Agent or Administrative Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that (i) upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 5,000,000 in value it will promptly (and in any event within two five (25) Business Days of acquisition) notify the Collateral Agent of the acquisition of such Real Property and (ii) upon the acquisition of any fee interest in Real Property in excess of $5,000,000 in value, it will grant to the Collateral Agent, for the benefit of the Lender Group and the Bank Product ProvidersSecured Parties, a second priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent Mortgage, subject to the extent permitted under the Split Lien Intercreditor Agreement) Permitted Liens, on each such acquired fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to the Collateral Agent, in connection with the grant of such Mortgage as the Collateral Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable lawApplicable Law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two (2) Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ ' fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that (i) upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 350,000 in value it will promptly (and in any event within two five (25) Business Days of acquisition) notify Collateral Agent of the acquisition of such Real Property and (ii) upon the acquisition of any fee interest in Real Property in excess of $500,000 in value, it will grant to Collateral Agent, for the benefit of the Lender Group and the Bank Product ProvidersSecured Parties, a second priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent Mortgage, subject to the extent permitted under the Split Lien Intercreditor Agreement) Permitted Liens, on each such acquired fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Collateral Agent, in connection with the grant of such Mortgage as Collateral Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable lawApplicable Law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having with a fair market value in excess of $250,000 2,500,000, it will promptly (and in any event within two five (25) Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second first priority Mortgage (subject only to the first priority Mortgage granted liens permitted under clauses (f), (k), (r) (s) and (m) (in favor connection with clauses (r) or (s) only) of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreementdefinition of “Permitted Liens”) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 2,500,000 it will promptly (and in any event within two ten (210) Business Days of acquisition) notify Notes Collateral Agent of the acquisition of such Real Property and will and, to the extent requested by the First Lien Agent (or after the Payment in Full of First Lien Priority Debt, no later than 90 days after the acquisition of the fee interest in such Real Property) will, upon Notes Collateral Agent’s written request, grant to Notes Collateral Agent, for the benefit of the Lender Group and the Bank Product ProvidersSecured Parties, a second priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest in such Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Notes Collateral Agent, in connection with the grant of such Mortgage as Notes Collateral Agent shall request in its Permitted Discretionreasonable discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two five (25) Business Days of acquisition) notify Agent of the acquisition of such Real Property and, if requested by Agent and to the extent required by Section 5.12(b) of the Credit Agreement, will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second first priority Mortgage (subject only to the first priority Permitted Liens) Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each such fee interest in Real Property now or hereafter owned so requested by such Grantor Agent and required by Section 5.12(b) of the Credit Agreement, and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other reasonable and documented out-of-pocket fees and costs (including reasonable attorneys’ ' fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;.

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having with a fair market value in excess of $250,000 500,000, it will promptly (and in any event within two (2) 5 Business Days of acquisition) notify the Collateral Agent of the acquisition of such Real Property and will grant to the Collateral Agent, for the benefit of itself, the Lender Group Trustee and the Bank Product Providerseach Noteholder, a second priority valid Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest in Real Property now or hereafter owned by such Grantor (subject in priority only to the first priority mortgages in favor of the Administrative Agent for the benefit of the Lenders in accordance with the provisions of the Intercreditor Agreement) and shall deliver such other documentation and opinions, in form and substance satisfactory to the Collateral Agent, in connection with the grant of such Mortgage as the Administrative Agent (if the Intercreditor Agreement has not been terminated at the time of such grant of such Mortgage) or the Collateral Agent (if the Intercreditor Agreement is no longer in effect) shall request in its Permitted Discretionreasonably request, including including, without limitation, title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ attorneys fees and expenses) incurred in connection therewith. Each Such Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the its Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;Real Property.

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest or leasehold interest in Real Property having a fair market value in excess of $250,000 1,000,000 it will promptly (and in any event within two (2) Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product ProvidersGroup, a second first priority Mortgage (subject only to the first priority Mortgage granted in favor Liens of the Term Loan ABL Agent with respect to the extent permitted under ABL Priority Collateral, securing the Split Lien ABL Obligations in accordance with the terms of the Intercreditor Agreement) on each fee interest or leasehold interest in Real Property (other than any such Real Property is encumbered by a Permitted Lien) now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory as required by Schedule 5.12 to Agent, the Credit Agreement in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two (2) 2 Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product ProvidersProvider, a second priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest in Real Property now or hereafter owned by such Grantor Grantor, subject only to the Permitted Liens, or with respect to the Oil and Gas Properties, a Mortgage on each fee interest in such Oil and Gas Properties now or hereafter owned by such Grantor, subject only to the Permitted Liens and the Limited Priority Exception for 20% of TRV, and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policiespolicies on any owned (rather than leased) Real Property, financing statements, fixture filings and copies of available environmental audits audits, if any, and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys’ attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two (2) five Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of acquisition) notify Agent of the acquisition of such Real Property and and, to the extent required under Section 5.12 of the Credit Agreement, will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second first priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent Permitted Liens to the extent any such Liens would have priority over Agent's Liens pursuant to any applicable law or an agreement expressly permitted under any of the Split Lien Intercreditor AgreementLoan Documents to have such senior priority) Mortgage on each fee interest in Real Property now or hereafter owned by such Grantor and and, to the extent required under Section 5.12 of the Credit Agreement, shall deliver such other documentation Additional Documents (including, without limitation, title insurance policies, financing statements, fixture filings and opinionsenvironmental audits), in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable and documented attorneys’ ' fees and expenses) incurred in connection therewith, in each case, to the extent provided for pursuant to the Credit Agreement and the other Loan Documents. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;. (j)