Common use of Additional Property Clause in Contracts

Additional Property. All greater, additional or other estate, right, title and interest of the Mortgagor in, to, under or derived from the Mortgaged Property hereafter acquired by the Mortgagor, including all estate, right, title and interest of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any of the Mortgaged Property hereafter acquired by or released to the Mortgagor or constructed or located on, or attached to, the Property, in each case, immediately upon such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are, by the provisions of the Loan Documents, required to be subjected to the Lien hereof; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are necessary to maintain the Property and the Mortgagor’s business or operations conducted therein as a going concern in each case, to the fullest extent permitted by law, without any further conveyance, mortgage, assignment or other act by the Mortgagor; and all estate, right, title and interest of the Mortgagor in, to, under or derived from all other property and rights which are by any instrument or otherwise subjected to the Lien hereof by the Mortgagor. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest of the Mortgagor and anyone claiming by, through or under the Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, to the Mortgagee and its successors and assigns, forever. PROVIDED ALWAYS that this Mortgage is upon the express condition that the Mortgaged Property shall be released from the Lien of this Mortgage in full or in part in the manner and at the time provided in Section 7.02. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:

Additional Property. All greaterUpon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, additional (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other estatecertificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, right, title subject only to Permitted Liens and interest confirm the validity and priority of the Mortgagor inFirst Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, toand thereupon all provisions of this Indenture, under the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or derived from any Guarantor creates any additional security interest upon any property or asset in the Mortgaged Property hereafter acquired nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the MortgagorPari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, including all estate, right, title the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any First Lien Notes Collateral Agent on behalf of the Mortgaged Property hereafter acquired by or released Holders of the Notes and each other secured party under the Collateral Documents to the Mortgagor or constructed or located on, or attached to, the Property, in each case, immediately upon extent such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are, by the provisions of the Loan Documents, consent is not required to be subjected to obtained under the Lien hereof; all estate, right, title and interest terms of the Mortgagor indocuments governing ABL Obligations. Additionally, toif the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, under or derived from any other property and rights which are necessary it shall concurrently grant a security interest (subject to maintain the Property and the Mortgagor’s business or operations conducted therein as a going concern in each casePermitted Liens, including, to the fullest extent permitted by lawapplicable, without the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any further conveyance, mortgage, assignment or other act Additional First Lien Indebtedness with the priority required by the Mortgagor; Pari Passu Intercreditor Agreement and all estatethe ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, right, title the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Mortgagor in, to, First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under or derived from all other property and rights which are by any instrument or otherwise subjected the Collateral Documents to the Lien hereof by extent such consent is not required to be obtained under the Mortgagor. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest terms of the Mortgagor and anyone claiming bydocuments governing the First Lien Notes Obligations. For the avoidance of doubt, through neither the Company nor any Guarantor shall be required to deliver (or under the Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, make efforts to deliver) to the Mortgagee and its successors and assignsFirst Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, forever. PROVIDED ALWAYS that this Mortgage bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is upon the express condition that the Mortgaged Property shall be released from the Lien of this Mortgage in full or in part in the manner and at the time provided in Section 7.02. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:outstanding.

Additional Property. All greaterUpon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, additional (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 270 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Intercreditor Agreements, any information, documentation or other estatecertificates (including but not limited to financing statements and Opinions of Counsel) to the Notes Collateral Agent as may be necessary to vest in the Notes Collateral Agent a perfected security interest, right, title subject only to Permitted Liens and interest confirm the validity and priority of the Mortgagor inNotes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, toand thereupon all provisions of this Indenture, under the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or derived from any Guarantor creates any additional security interest upon any property or asset in the Mortgaged Property hereafter acquired nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations and the prior Lien that secures the First Lien Notes Obligations) upon such property as security for the Second Lien Notes Obligations and any Pari Passu Lien Indebtedness with the priority required by the MortgagorIntercreditor Agreements. If granting a security interest in such ABL Collateral requires the consent of a third party, including all estate, right, title the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any Notes Collateral Agent on behalf of the Mortgaged Property hereafter acquired by or released Holders of the Notes and each other secured party under the Collateral Documents to the Mortgagor or constructed or located on, or attached to, the Property, in each case, immediately upon extent such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are, by the provisions of the Loan Documents, consent is not required to be subjected to obtained under the Lien hereof; all estate, right, title and interest terms of the Mortgagor indocuments governing ABL Obligations. Additionally, toif the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, under or derived from any other property and rights which are necessary it shall concurrently grant a security interest (subject to maintain the Property and the Mortgagor’s business or operations conducted therein as a going concern in each casePermitted Liens, including, to the fullest extent permitted by lawapplicable, without the first-priority Lien that secures the First Lien Notes Obligations and the prior Lien that secures the ABL Obligations) upon such property as security for the Second Lien Notes Obligations and any further conveyance, mortgage, assignment or other act Pari Passu Lien Indebtedness with the priority required by the Mortgagor; Intercreditor Agreements. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and all estate, right, title and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Mortgagor in, to, Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under or derived from all other property and rights which are by any instrument or otherwise subjected the Collateral Documents to the Lien hereof by extent such consent is not required to be obtained under the Mortgagor. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest terms of the Mortgagor and anyone claiming bydocuments governing the First Lien Notes Obligations. For the avoidance of doubt, through neither the Company nor any Guarantor shall be required to deliver (or under the Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, make efforts to deliver) to the Mortgagee and its successors and assignsNotes Collateral Agent any lien waiver or access agreement from any landlord, forever. PROVIDED ALWAYS that this Mortgage bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Credit Facility is upon the express condition that the Mortgaged Property shall be released from the Lien of this Mortgage in full or in part in the manner and at the time provided in Section 7.02. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:outstanding.

Additional Property. All greaterUpon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, additional (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 270 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Intercreditor Agreements, any information, documentation or other estatecertificates (including but not limited to financing statements and Opinions of Counsel) to the Notes Collateral Agent as may be necessary to vest in the Notes Collateral Agent a perfected security interest, right, title subject only to Permitted Liens and interest confirm the validity and priority of the Mortgagor inNotes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, toand thereupon all provisions of this Indenture, under the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or derived from any Guarantor creates any additional security interest upon any property or asset in the Mortgaged Property hereafter acquired nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations and the junior Lien that secures the Second Lien Notes Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the MortgagorIntercreditor Agreements. If granting a security interest in such ABL Collateral requires the consent of a third party, including all estate, right, title the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any Notes Collateral Agent on behalf of the Mortgaged Property hereafter acquired by or released Holders of the Notes and each other secured party under the Collateral Documents to the Mortgagor or constructed or located on, or attached to, the Property, in each case, immediately upon extent such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are, by the provisions of the Loan Documents, consent is not required to be subjected to obtained under the Lien hereof; all estate, right, title and interest terms of the Mortgagor indocuments governing ABL Obligations. Additionally, toif the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, under or derived from any other property and rights which are necessary it shall concurrently grant a security interest (subject to maintain the Property and the Mortgagor’s business or operations conducted therein as a going concern in each casePermitted Liens, including, to the fullest extent permitted by lawapplicable, without the junior Lien that secures the Second Lien Notes Obligations and the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any further conveyance, mortgage, assignment or other act Additional First Lien Indebtedness with the priority required by the Mortgagor; Intercreditor Agreements. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and all estate, right, title and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Mortgagor in, to, Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under or derived from all other property and rights which are by any instrument or otherwise subjected the Collateral Documents to the Lien hereof by extent such consent is not required to be obtained under the Mortgagor. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest terms of the Mortgagor and anyone claiming bydocuments governing the First Lien Notes Obligations. For the avoidance of doubt, through neither the Company nor any Guarantor shall be required to deliver (or under the Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, make efforts to deliver) to the Mortgagee and its successors and assignsNotes Collateral Agent any lien waiver or access agreement from any landlord, forever. PROVIDED ALWAYS that this Mortgage bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Credit Facility is upon the express condition that the Mortgaged Property shall be released from the Lien of this Mortgage in full or in part in the manner and at the time provided in Section 7.02. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:outstanding.

Additional Property. All greaterUpon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, additional (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 270 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Intercreditor Agreements, any information, documentation or other estatecertificates (including but not limited to financing statements and Opinions of Counsel) to the Junior First Lien Notes Collateral Agent as may be necessary to vest in the Junior First Lien Notes Collateral Agent a perfected security interest, right, title subject only to Permitted Liens and interest confirm the validity and priority of the Mortgagor inJunior First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, toand thereupon all provisions of this Indenture, under the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or derived from any Guarantor creates any additional security interest upon any property or asset in the Mortgaged Property hereafter acquired nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations, the senior second-priority Lien that secures the First Lien Notes Obligations and the third-priority Lien that secures the Second Lien Notes Obligations) upon such property as security for the Junior First Lien Notes Obligations and any Additional Junior First Lien Indebtedness with the priority required by the MortgagorIntercreditor Agreements. If granting a security interest in such ABL Collateral requires the consent of a third party, including all estate, right, title the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any Junior First Lien Notes Collateral Agent on behalf of the Mortgaged Property hereafter acquired by or released Holders of the Notes and each other secured party under the Collateral Documents to the Mortgagor or constructed or located on, or attached to, the Property, in each case, immediately upon extent such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are, by the provisions of the Loan Documents, consent is not required to be subjected to obtained under the Lien hereof; all estate, right, title and interest terms of the Mortgagor indocuments governing ABL Obligations. Additionally, toif the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any Junior First Lien Notes Obligations after the Issue Date, under or derived from any other property and rights which are necessary it shall concurrently grant a security interest (subject to maintain the Property and the Mortgagor’s business or operations conducted therein as a going concern in each casePermitted Liens, including, to the fullest extent permitted by lawapplicable, without the senior first-priority Lien that secures the First Lien Notes Obligations, the second-priority Lien that secures the Second Lien Notes Obligations and the third-priority Lien that secures the ABL Obligations) upon such property as security for the Junior First Lien Notes Obligations and any further conveyance, mortgage, assignment or other act Additional Junior First Lien Indebtedness with the priority required by the Mortgagor; Intercreditor Agreements. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and all estate, right, title and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Mortgagor in, to, Junior First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under or derived from all other property and rights which are by any instrument or otherwise subjected the Collateral Documents to the Lien hereof by extent such consent is not required to be obtained under the Mortgagor. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest terms of the Mortgagor and anyone claiming bydocuments governing the Junior First Lien Notes Obligations. For the avoidance of doubt, through neither the Company nor any Guarantor shall be required to deliver (or under the Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, make efforts to deliver) to the Mortgagee and its successors and assignsJunior First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, forever. PROVIDED ALWAYS that this Mortgage bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Credit Facility is upon the express condition that the Mortgaged Property shall be released from the Lien of this Mortgage in full or in part in the manner and at the time provided in Section 7.02. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:outstanding.

Additional Property. All greaterUpon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, additional (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 270 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the ABL Intercreditor Agreement, any information, documentation or other estatecertificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, right, title subject only to Permitted Liens and interest confirm the validity and priority of the Mortgagor inFirst Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, toand thereupon all provisions of this Indenture, under the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or derived from any Guarantor creates any additional security interest upon any property or asset in the Mortgaged Property hereafter acquired nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the MortgagorABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, including all estate, right, title the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any First Lien Notes Collateral Agent on behalf of the Mortgaged Property hereafter acquired by or released Holders of the Notes and each other secured party under the Collateral Documents to the Mortgagor or constructed or located on, or attached to, the Property, in each case, immediately upon extent such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are, by the provisions of the Loan Documents, consent is not required to be subjected to obtained under the Lien hereof; all estate, right, title and interest terms of the Mortgagor indocuments governing ABL Obligations. Additionally, toif the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, under or derived from any other property and rights which are necessary it shall concurrently grant a security interest (subject to maintain the Property and the Mortgagor’s business or operations conducted therein as a going concern in each casePermitted Liens, including, to the fullest extent permitted by lawapplicable, without the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any further conveyance, mortgage, assignment or other act Additional First Lien Indebtedness with the priority required by the Mortgagor; ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and all estate, right, title and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Mortgagor in, to, First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under or derived from all other property and rights which are by any instrument or otherwise subjected the Collateral Documents to the Lien hereof by extent such consent is not required to be obtained under the Mortgagor. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest terms of the Mortgagor and anyone claiming bydocuments governing the First Lien Notes Obligations. For the avoidance of doubt, through neither the Company nor any Guarantor shall be required to deliver (or under the Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, make efforts to deliver) to the Mortgagee and its successors and assignsFirst Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, forever. PROVIDED ALWAYS that this Mortgage bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Credit Facility is upon the express condition that the Mortgaged Property shall be released from the Lien of this Mortgage in full or in part in the manner and at the time provided in Section 7.02. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:outstanding.

Additional Property. All greaterIf, from time to time, Pledgor shall be entitled to receive any properties described in Section 1 hereof not already received by Pledgor and delivered to Secured Party upon execution of this Agreement, in any such case, said property shall be received by Pledgor in trust for Secured Party, shall not be commingled with any other funds or properties of Pledgor, shall be deemed to be pledged to Secured Party as additional security for the payment and performance of the Indebtedness, and shall be subject to the terms hereof. Immediately upon receipt thereof, Pledgor shall deliver to and deposit with Secured Party the property or any certificates or other estatewritten documents evidencing and representing all such property. In the event that during the term of this Agreement, rightany share dividend, title and interest reclassification, readjustment or other change is declared or made in the capital structure of the Mortgagor in, to, under or derived from the Mortgaged Property hereafter acquired by the Mortgagor, including all estate, right, title and interest issuer of the Mortgagor inPledged Shares, toall new, substituted and additional shares, or other securities, issued by reason of any such change shall be held by Secured Party under the terms of this Agreement in the same manner as the shares originally pledged hereunder. In the event that during the term of this Agreement, subscription warrants or derived from all extensionsany other rights or options shall be issued in connection with the Pledged Shares, improvementssuch warrants, betterments, renewals, substitutions rights and replacements ofoptions shall be immediately delivered by Pledgor to Secured Party, and additions and appurtenances to, any of the Mortgaged Property hereafter acquired by or released to the Mortgagor or constructed or located on, or attached to, the Property, in each case, immediately upon such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are, by the provisions of the Loan Documents, required to be subjected to the Lien hereof; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are necessary to maintain the Property and the Mortgagor’s business or operations conducted therein as a going concern in each case, to the fullest extent permitted by law, without any further conveyance, mortgage, assignment new shares or other act by the Mortgagor; and all estate, right, title and interest of the Mortgagor in, to, under or derived from all other property and rights which are by any instrument or otherwise subjected securities so acquired shall be immediately delivered to the Lien hereof by the Mortgagor. TO HAVE AND TO HOLD the Mortgaged PropertySecured Party, together with all estatesuch instruments or powers of transfer as Secured Party may request, rightto be held under the terms of this Agreement in the same manner as the shares originally pledged hereunder. If the property received by Pledgor in the foregoing events shall be shares of stock or other securities, title such shares of stock or other securities shall be duly endorsed in blank or accompanied by proper instruments of transfer and interest assignment duly executed in blank with signatures medallion guaranteed by a bank or member firm of the Mortgagor and anyone claiming by, through or under the Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, to the Mortgagee and its successors and assigns, foreverNew York Stock Exchange. PROVIDED ALWAYS that this Mortgage is upon the express condition that the Mortgaged Property Secured Party shall be released from deemed to have possession of any Pledged Shares in transit t Secured Party. The Pledged Shares also includes all money or property of Pledgor in Secured Party's possession, held for or owed to Secured Party, Secured Party being granted herein the Lien of this Mortgage in full or in part in right to set off such money and property against the manner and at the time provided in Section 7.02. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:Indebtedness.

Additional Property. All greaterRecognizing the uniqueness of each Village Plan herein, Town Code, Article 14-22, Section 14-22-1 allows for the inclusion of Additional Property into a PAD, thus providing for its expansion in area. In the event Developer acquires Additional Property, and desires to subject such Additional Property to the benefits and obligations of this Agreement, Developer may request that the Town annex the Additional Property into the corporate boundaries of Town (if such Additional Property is not already within the Town’s corporate boundaries). Upon such request, the Town shall process the annexation of the Additional Property, after payment by Developer of the Town’s annexation fee, in accordance with the requirements of ARS Section 9-471 and, upon completion, amend this Agreement and use best efforts to amend the Rezoning Ordinance, after payment by Developer of all required rezoning fees, subject to the notice and hearing requirements of ARS Section 9-462.04 to add such existing additional residential density and/or commercial uses and intensities of such Additional Property, or, if requested by Developer, add such additional residential density and/or commercial uses and intensities consistent with any zoning or plan approvals for the Additional Property. The addition of such Additional Property may increase the Maximum Density (including the Additional Property) and alter other development parameters in connection with the Property by the amount of dwelling units and commercial acreage allowed pursuant to the existing entitlement on the property to be annexed or in accordance with an approved rezoning of the Additional Property which may be approved by the Town. Upon annexation of said Additional Property, Developer shall apply to the Town for any necessary land use approvals for the Additional Property, including any necessary amendment to this Agreement. The amendment to this Agreement may include alternative plans and land use designations, inclusion of one or more Village’s, designation of Parcels density and intensity of uses within a Village or Parcel Plan, Phasing Plans or other estateplanning or entitlement documents. Developer shall have the right to apply for the allocation of residential density and/or commercial acreage, rightand the Development Rights associated with such residential density and/or commercial acreage, title and interest from existing Village Plans or Parcel Plan to the Additional Property as if the Additional Property was part of the Mortgagor in, to, under or derived from Master Plan for the Mortgaged Property hereafter acquired by Property. At the Mortgagor, including all estate, right, title and interest request of the Mortgagor inDeveloper Additional Property will be annexed into the Community Facilities District or alternatively, toat the Developer’s request, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any the Town will agree to establish additional Community Facilities District. Additional properties are subject to the 25% open space requirement mentioned in 3.6.1. If Developer desires to amend the boundaries of the Mortgaged Property hereafter acquired by or released existing CFD to include the Mortgagor or constructed or located onAdditional Property, or attached to, to form a new CFD for the Additional Property, in each case, immediately upon such acquisition, release, construction, location then Developer will pay all costs associated with enlarging the existing CFD or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are, by the provisions of the Loan Documents, required to be subjected to the Lien hereof; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are necessary to maintain the Property and the Mortgagor’s business or operations conducted therein as creating a going concern in each case, to the fullest extent permitted by law, without any further conveyance, mortgage, assignment or other act by the Mortgagor; and all estate, right, title and interest of the Mortgagor in, to, under or derived from all other property and rights which are by any instrument or otherwise subjected to the Lien hereof by the Mortgagor. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest of the Mortgagor and anyone claiming by, through or under the Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, to the Mortgagee and its successors and assigns, forever. PROVIDED ALWAYS that this Mortgage is upon the express condition that the Mortgaged Property shall be released from the Lien of this Mortgage in full or in part in the manner and at the time provided in Section 7.02. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:new CFD.