Common use of Additional Security; Further Assurances Clause in Contracts

Additional Security; Further Assurances. (a) In the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Date, the Company shall promptly notify the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time, the Company will, and will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”). All such Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens, in either case except Permitted Encumbrances. The Additional Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto).

Additional Security; Further Assurances. (a) In The Borrower will, and will cause each of the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective DateGuarantors to, the Company shall promptly notify grant to the Collateral Agent and, at the request security interests in such assets of the Collateral Borrower and such Subsidiary Guarantors as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (or collectively, the “Additional Security Documents”), it being understood that no more than 65% of the total combined voting power of all classes of capital stock of any Exempted Foreign Corporation (as otherwise defined in the Pledge Agreement) entitled to vote shall be required at such time to be pledged pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time, the Company will, and will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Additional Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”)Documents. All such Additional Mortgages security interests shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected Liens security interests superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens, in either case except Permitted Encumbrances. The Additional Mortgages Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in foregoing, this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company 9.11(a) shall not nor any Subsidiary Guarantor apply to (and the Borrower and its Subsidiaries shall not be required to grant an Additional Mortgage therein a security interest or a mortgage in) (i) any Real Property, (ii) personal property consisting of motor vehicles or other property subject to certificate of title laws and (iii) any local operating, collection or payroll bank accounts exempted from the perfection requirements pursuant to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto)Security Agreement.

Additional Security; Further Assurances. (a) In the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Date, the Company shall promptly notify the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time, the Company The --------------------------------------- Borrower will, and will cause such Subsidiary Guarantor its Domestic Subsidiaries to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which grant to the Collateral Agent may reasonably request, to grant, preserve, protect or perfect security interests and mortgages (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “"Additional Mortgage”") in such additional owned or leased Real Property of the Borrower and its Domestic Subsidiaries (other than any Real Property which secures Indebtedness permitted under Section 8.4 and subject to a Lien permitted under Section 8.3, to the extent prohibited by such Lien or the terms of such Indebtedness) as are acquired after the Company Initial Borrowing Date by the Borrower or such Subsidiary and that, together with any improvements thereof, individually have a Subsidiary Guarantor (each such Real Propertyvalue of at least $2,500,000, an “Additional Mortgaged Property”)and as may be requested from time to time by the Agent or the Required Lenders, as additional security for the Obligations. All such Additional Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons other than such Persons holding Liens permitted by Section 8.3 and subject to no other Liens, in either case Liens except Permitted Encumbrancesas are permitted by Section 8.3 at the time of perfection thereof. The Additional Mortgages or instruments related thereto shall have been be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall have been be paid in full. Notwithstanding anything If requested by the Agent or the Required Lenders, the Borrower shall provide a lender's title policy with respect to each such Additional Mortgage conforming to the contrary contained above in this requirements of Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto5.1(1)(iii).

Additional Security; Further Assurances. (a) In Holdings will, and will cause each of its Wholly-Owned Domestic Subsidiaries (other than the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective DateReceivables Entity) to, the Company shall promptly notify grant to the Collateral Agent andsecurity interests and mortgages in such assets and real property of Holdings and such Wholly-Owned Subsidiaries as are not covered by the original Security Documents, at and as may be reasonably requested from time to time by the request of the Collateral Administrative Agent or the Required Lenders (or collectively, the “Additional Security Documents”), it being understood that no more than 65% of the total combined voting power of all classes of capital stock of any Exempted Foreign Corporation (as otherwise defined in the Pledge Agreement) entitled to vote shall be required at such time to be pledged pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time, the Company will, and will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Additional Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”)Documents. All such Additional Mortgages security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected Liens security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens, in either case except Permitted Encumbrances. The Additional Mortgages Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in foregoing, this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company 8.11(a) shall not nor any Subsidiary Guarantor apply to (and Holdings and its Subsidiaries shall not be required to grant an Additional Mortgage therein a security interest or a mortgage in) (i) any Leasehold in respect of a service center or sales office, (ii) any other Leasehold that does not have economic value (i.e., below market rent for a significant remaining term) or strategic value to the extent that such a grant is prohibited business of the lessee (as reasonably determined by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(viiAdministrative Agent), (viiiiii) any Real Property the fair market value of which (as determined in good faith by senior management of Holdings or the Borrower) is less than $2,500,000, (xiviv) personal property consisting of motor vehicles or other property subject to certificate of title laws and (and v) any local operating, collection or payroll bank accounts exempted from the senior lienholder has not consented thereto)perfection requirements pursuant to the Security Agreement.

Additional Security; Further Assurances. (a) In the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Date, the Company shall promptly notify the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time, the Company The Borrower will, and will cause each of its Subsidiaries (other than Designated Non-Guarantor Subsidiaries) to, grant to the Agent from time to time security interests, Liens and mortgages in and upon such real properties of the Borrower or such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created are not covered by the Security Documents executed and delivered on the Amendment Effective Date or pursuant to SECTION 6.8 or as may be requested from time to time by the validity Required Lenders (including, without limitation, Liens on real properties acquired by the Borrower or priority of such Subsidiary in connection with any such Lien, all at Permitted Acquisition); provided that the expense Borrower will not be obligated to execute and deliver leasehold mortgages with respect to the leased properties set forth on SCHEDULE 5.12(b) as of the Company (each such MortgageAmendment Effective Date. Such security interests, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”). All such Additional Mortgages Liens and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance satisfactory to the Collateral Agent Required Lenders and shall constitute valid and enforceable perfected security interests and Liens superior to and prior to the rights of all third other Persons and subject to no Liens other than Permitted Liens, in either case except Permitted Encumbrances. The Additional Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor Without limitation of the Collateral Agent required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a)foregoing, in connection with the grant of any Real Property that has been designated as an Additional Mortgaged Propertymortgage or deed of trust with respect to any fee or leasehold interest in real property, the Company shall not nor Borrower will, and will cause each applicable Subsidiary to, at the Borrower's expense, prepare, obtain and deliver to the Agent any Subsidiary Guarantor shall environmental assessments, appraisals, surveys, title insurance and other matters or documents (including, without limitation, Landlord Consents) as the Agent may reasonably request or as may be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (applicable banking laws and the senior lienholder has not consented thereto)regulations.

Additional Security; Further Assurances. (a) In the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Date, the Company shall promptly notify the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time, the Company The Borrower will, and will cause such Subsidiary Guarantor each of its Subsidiaries (other than the Excluded Subsidiaries) to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which grant to the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company security interests and mortgages (each such Mortgage, mortgage an “"Additional Mortgage”") in such additional Real Property each item of any property or asset (whether real, personal or otherwise) of the Company Borrower and such Subsidiaries acquired or substantially improved on or after the Fifth Amendment Effective Date and which individually has a Subsidiary Guarantor fair market value of at least $1,000,000, excluding any inventory (in the case of Real Property, each such Real Property, an “"Additional Mortgaged Property”"). All such security interests and Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens, in either case case, except Permitted Liens or Permitted Encumbrances. The Any Additional Mortgages or instruments related thereto shall have been duly recorded or filed in within such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages granted, and all taxes, fees and other charges payable in connection therewith shall have been paid in fullfull by the Borrower. Notwithstanding anything to the contrary contained above in this Section 7.11(a)9.09, in connection with any (x) Leasehold that has been designated as an Additional Mortgaged Property, none of the Borrower or any such Subsidiary shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the applicable lease (and the lessor thereunder or its mortgagee has refused consent thereto) and (y) Real Property that has been designated as an Additional Mortgaged Property, none of the Company shall not nor Borrower or any Subsidiary Guarantor such Subsidiaries shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) 10.01 (and the senior lienholder has not consented refused consent thereto)) or would contravene any other agreements relating thereto. At the time the Borrower delivers each Additional Mortgage, the Borrower and the Administrative Agent shall determine a Release Price for such Additional Mortgaged Property.

Additional Security; Further Assurances. (a) In the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Date, the Company shall promptly notify the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time, the Company The Borrower will, and will cause such Subsidiary Guarantor each of its Subsidiaries to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which grant to the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company security interests and mortgages (each such Mortgage, an “"Additional Mortgage”") in such additional owned Real Property of any of the Company or a Subsidiary Guarantor Borrower and its Subsidiaries acquired after the Restatement Effective Date as may be requested from time to time by the Administrative Agent (each such Real Property, an “"Additional Mortgaged Property”)") it being understood and agreed that at any time after the Real Property located in Baltimore, Maryland ceases to be encumbered by a mortgage in favor of JMC Industries, Inc., the Borrower shall, upon the reasonable request of the Collateral Agent, grant to the Collateral Agent an Additional Mortgage on such Real Property so long as the requested action does not result in undue costs in relation to the benefit to be received. All such Such Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens, in either case Liens except Permitted Encumbrancesas are permitted by Section 8.03. The Additional Mortgages or instruments related thereto shall have been be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited full by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto)Borrower.

Additional Security; Further Assurances. (a) In the event that the Company or any Subsidiary Guarantor acquires at any fee ownership time owns or holds an interest in any Real Property after or any other property or interest which is not at the Restatement Effective Date, the Company shall promptly notify time included in the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant and is not subject to the ABL/Term Loan Intercreditor Agreement) from time to timea Permitted Lien securing Indebtedness, the Company will, and or will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which within 20 days following request by the Collateral Agent (who may reasonably requestmake such request on its own initiative or upon instructions from the Required Lenders), to grant, preserve, protect or perfect grant the Collateral Agent for the benefit of the Secured Creditors (including as a result of any change defined in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company Documents) security interests and mortgages (each such Mortgage, an “"Additional Mortgage”Security Document") in such additional Real Property of any interests or properties of the Company or any Subsidiary, subject to obtaining any required consents from third parties (including third party lessors and co-venturers) necessary to be obtained for the granting of a Subsidiary Guarantor Lien on the interests or assets involved (each with the Company hereby agreeing to use its reasonable best efforts to obtain such Real Propertyconsents), an “Additional Mortgaged Property”and subject to the provisions of section 8.10(b). All such Each Additional Mortgages Security Document (i) shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and the Collateral Agent, which documentation shall in the case of Real Property or interests therein be accompanied by such Phase I environmental assessments, surveys and surveyor's certifications, a mortgage policy of title insurance, consents of landlords and other supporting documentation requested by and satisfactory in form and substance to the Administrative Agent and the Collateral Agent; and (ii) shall constitute a valid and enforceable perfected Liens Lien upon the interests or properties so included in the Collateral, superior to and prior to the rights of all third Persons persons and subject to no other LiensLiens except those permitted by section 9.3 or otherwise agreed by the Administrative Agent at the time of perfection thereof and (in the case of Real Property or interests therein) such other encumbrances as may be set forth in the mortgage policy, if any, relating to such Additional Security Document which shall be delivered to the Collateral Agent together with such Additional Security Document and which shall be satisfactory in either case except Permitted Encumbrancesform and substance to the Collateral Agent. The Company, at its sole cost and expense, will cause each Additional Mortgages Security Document or instruments related thereto shall have been to be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent created thereby required to be granted pursuant to the Additional Mortgages Security Document, and will pay or cause to be paid in full all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto)therewith.

Additional Security; Further Assurances. (a) In the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Date, the Company shall promptly notify The Borrower will --------------------------------------- give the Collateral Agent and, at the request not less than 15 days prior written notice of the Collateral Agent scheduled closing date for any Permitted Acquisition by the Borrower or any of its Subsidiaries occurring after the Required Lenders Initial Borrowing Date. Subject to obtaining any consents from third parties (including third party lessors and co- venturers) necessary to be obtained for the granting of a Lien on the interests or as otherwise required at such time assets acquired pursuant to any such Permitted Acquisition (with the ABL/Term Loan Intercreditor Agreement) from time Borrower hereby agreeing to timeuse its reasonable efforts to obtain such consents), the Company Borrower will, and will cause such Subsidiary Guarantor its Subsidiaries to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which grant the Collateral Agent may reasonably requestfor the benefit of the Banks security interests and mortgages (each an "Additional Security Document") in the interests or properties (other than (I) any Real Property and related personal property assets securing a JV Loan to the extent such JV Loan is pledged to the Collateral Agent, to grant, preserve, protect or perfect (including as II) any Real Property and related personal property assets acquired by a result joint venture with the proceeds of any change in applicable law) the Liens created or intended to be created equity investments made by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company Borrower or a Subsidiary Guarantor to the extent such equity investments are pledged to the Collateral Agent, (III) any Real Property and related personal property assets acquired or refinanced with the proceeds of, and securing, or subject to assumed, Permitted Other Mortgage Debt and/or Permitted Basket Debt (and not refinanced by Loans), (IV) interests or properties relating to hotel properties located outside the United States to the extent such grant would create adverse U.S. income tax consequences for the Borrower and its Subsidiaries and (V) those constituting expansions of existing facilities subject to mortgages in favor of other Persons) as are acquired after the Initial Borrowing Date by the Borrower or such Subsidiary (x) with the proceeds of Acquisition Loans or (y) that, together with any improvements thereof, individually have a value of at least $1,000,000 and as may be requested from time to time by the Administrative Agent or the Required Banks, as additional security for the Obligations. Each Additional Security Document (and each such Real Property, an “Additional Mortgaged Property”). All such Additional Mortgages mortgage securing additional JV Loans) shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute a valid and enforceable perfected Liens Lien upon the interests or properties so acquired, superior to and prior to the rights of all third Persons and subject to no other LiensLiens except those permitted by Section 8.03 or otherwise agreed by the Administrative Agent at the time of perfection thereof and such other encumbrances as may be set forth in the mortgage policy, if any, relating to such Additional Security Document (or such additional JV Loan mortgage) which shall be delivered to the Collateral Agent together with such Additional Security Document and which shall be reasonably satisfactory in either case except Permitted Encumbrancesform and substance to the Collateral Agent. The Additional Mortgages Security Document (or additional JV Loan mortgages) or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent created thereby required to be granted pursuant to the Additional Mortgages Security Document and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto).

Additional Security; Further Assurances. (a) In The Company shall, and shall cause each of its Subsidiaries that is an HIE Party to, grant to the event that Inventory Collateral Agent for the benefit of Barclays Security Interests in such assets and Real Property of the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after and such Subsidiaries as are not covered by the Restatement Effective Date, original Inventory Security Documents and as may be reasonably requested from time to time by the Company shall promptly notify the Collateral Agent and, at the request of the Inventory Collateral Agent or the Required Lenders Barclays (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time(collectively, the Company will, and will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Additional Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”Documents). All such Additional Mortgages Security Interests shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Inventory Collateral Agent and shall constitute valid and enforceable perfected Liens Security Interests superior to and prior to the rights of all third Persons persons and enforceable against third parties and subject to no other Liens, in either case Security Interests except for Permitted EncumbrancesSecurity. The Additional Mortgages Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens Security Interests in favor of the Inventory Collateral Agent required to be granted pursuant to the Additional Mortgages Security Documents and all taxesTaxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything The Company and each Subsidiary that is an HIE Party that acquires fee owned Real Property will promptly deliver to the contrary contained above Inventory Collateral Agent all such mortgages, documents, title policies, surveys, instruments, agreements, opinions and certificates similar to those described in Schedule 2 with respect to each such Real Property that the Inventory Collateral Agent shall reasonably request to create in favor of the Inventory Collateral Agent, for the benefit of Barclays, a valid and, subject to any filing and/or recording referred to herein, perfected first priority Security Interest in such Real Property. Notwithstanding the foregoing, this Section 7.11(a), in connection with 6.24 shall not apply to (and the Company and its Subsidiaries shall not be required to grant a Security Interest in) any Real Property that has been designated as an Additional Mortgaged Property, is part of the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto)Retail Business.

Additional Security; Further Assurances. (a) In the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Closing Date, the Company shall promptly notify the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time, the Company will, and will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”). All such Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens, in either case except Permitted Encumbrances. The Additional Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall have been 77 paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto).

Additional Security; Further Assurances. (a) In No later than 30 days following the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Guaranty Commencement Date, the Company Borrower shall promptly notify the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant deliver to the ABL/Term Loan Intercreditor AgreementAgent a duly authorized and executed counterpart or counterparts of: (i) from time to time, the Company will, and will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”). All such Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory guaranty agreement in form and substance reasonably satisfactory to the Collateral Agent (as modified, supplemented or amended from time to time in accordance with the terms thereof and hereof, the "Subsidiary Guaranty") executed by each Domestic Subsidiary (except as otherwise agreed by the Agent) guaranteeing the Obligations; (ii) a pledge agreement executed by each Subsidiary Guarantor in form substantially the same as the Borrower Pledge Agreement and otherwise reasonably satisfactory to the Agent (the "Additional Pledge Agreement"), accompanied by the delivery thereunder of the certificates representing the Pledged Securities referred to therein and executed and undated stock powers; (iii) a security agreement executed by each Subsidiary Guarantor in a form substantially the same as the Security Agreement and otherwise reasonably satisfactory to the Agent (the "Additional Security Agreement") covering all of such Subsidiary Guarantor's present and future Security Agreement Collateral, together with the filings and reports referred to in Section 5.01(K)(b) (i) through (iv) of the Original Credit Agreement relating thereto; and (iv) deeds of trust, mortgages and similar documents in form and substance reasonably satisfactory to the Agent (the "Additional Mortgages") covering all of the Real Property owned by each of the Subsidiary Guarantors (except as otherwise agreed by the Agent) (x) which Additional Mortgages shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens, in either case Liens except Permitted Encumbrances. The as permitted by Section 8.03 and (y) which Additional Mortgages (or instruments related thereto thereto) shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages thereunder and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything , with each such Additional Mortgage to be accompanied by mortgage policies relating thereto reasonably satisfactory to the contrary contained above Agent, it being understood that nothing in this Section 7.11(a), in connection 7.10 shall prevent any Domestic Subsidiary from merging with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon Borrower to the extent permitted under by Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto)8.02.

Additional Security; Further Assurances. (a) In AGREEMENT TO GRANT ADDITIONAL SECURITY. Promptly, and in any event within thirty (30) days after the event that the Company acquisition by a Borrower or any Subsidiary Guarantor acquires any fee ownership of its Restricted Domestic Subsidiaries of assets or real or personal property of the type that would have constituted Collateral on the date hereof, in Real Property after the Restatement Effective Date, the Company shall promptly notify each case in which the Collateral Agent anddoes not have a perfected security interest under the Security Documents (other than (v) equipment subject to Liens permitted under SECTION 8.1(b) under agreements which prohibit the creation of additional Liens on such assets, at (w) the property subject to the Headquarters Mortgage Loan Documents, (x) Capital Stock of a Subsidiary (which is governed by clause (c) below), (y) any parcel of real estate or leasehold interest acquired after the Closing Date with a fair market value of less than $1,000,000 or (z) any other asset with a fair market value of less than $100,000 individually, PROVIDED that all such other assets collectively have a fair market value of less than $5,000,000) or promptly following request of by Administrative Agent or the Collateral Agent with respect to any other collateral deemed material by Administrative Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time"ADDITIONAL COLLATERAL"), the Company Borrowers will, and will cause such Subsidiary Guarantor each of their Restricted Domestic Subsidiaries to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions necessary action, including (including i) the filing and recording of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and other documents)(ii) with respect to real estate, that may be required under applicable lawthe execution of a mortgage, or which the obtaining of title insurance policies, title surveys and real estate appraisals satisfying the Requirements of Law, to grant the Collateral Agent may reasonably request, for the benefit of the Secured Parties pursuant to grant, preserve, protect or perfect the Security Agreement a perfected Lien (including as a result of any change subject only to Permitted Liens) in applicable law) such Collateral pursuant to and to the Liens created or intended to be created full extent required by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”). All such Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens, in either case except Permitted Encumbrances. The Additional Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto)Agreement.

Additional Security; Further Assurances. (a) In The Borrower will, and will cause each of the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective DateGuarantors to, the Company shall promptly notify grant to the Collateral Agent and, at the request security interests and mortgages in such assets and properties of the Collateral Borrower and such Subsidiary Guarantors as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Adminis­tra­tive Agent or the Required Lenders (collectively, the “Additional Security Documents”), provided that notwith­standing anything to the contrary contained in this Agreement (i) Leasehold Mortgages shall not be required on any Real Property other than Hospital Properties, large clinics and surgical centers and other material Real Property, (ii) no landlord-lender agreements shall be required on any Leasehold not subject to a Leasehold Mortgage and (iii) at the Borrower’s elec­tion (which election shall be made by delivering written notice thereof to the Administrative Agent) neither the Borrower nor any Subsidiary Guarantor shall be required to grant a security interest or mortgage in any asset as otherwise required at such time above pursuant to this Section 8.12(a) so long as the ABL/Term Loan Intercreditor Agreementbook value or fair market value (as determined in good faith by the Borrower), whichever is greater, is less than (x) from time in the case of Real Property, $2,000,000 and (y) in the case of any other asset, $1,000,000 (although in no event shall the aggregate book value or fair market value (as determined in good faith by the Borrower), whichever is greater, of all assets so excluded as provided in this clause (iii) exceed (1) in the case of Real Property, $10,000,000 and (2) in the case of any other asset, $5,000,000). Subject to timethe provisions contained in the proviso appearing in the immediately preceding sentence, within 30 days follow­ing the Administrative Agent’s or the Required Lenders’ request therefor, the Company Borrower will, and will cause such each of the Subsidiary Guarantor Guarantors to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which grant to the Collateral Agent may reasonably request, to grant, preserve, protect mort­gages on any Hospital Properties constructed or perfect (including as a result of any change in applicable law) the Liens created or intended to be created acquired by the Security Documents Borrower or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”)following the Effective Date. All such Additional Mortgages security interests and mort­gages shall be granted pursuant to documentation documen­ta­tion reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected Liens security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens, in either case except Permitted Encumbrances. The Additional Mortgages Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto).

Additional Security; Further Assurances. (a) In No later than 30 days following the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Guaranty Commencement Date, the Company Borrower shall promptly notify the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant deliver to the ABL/Term Loan Intercreditor AgreementAgent a duly authorized and executed counterpart or counterparts of: (i) from time to time, the Company will, and will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”). All such Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory guaranty agreement in form and substance reasonably satisfactory to the Collateral Agent (as modified, supplemented or amended from time to time in accordance with the terms thereof and hereof, the "Subsidiary Guaranty") executed by each Domestic Subsidiary (except as otherwise agreed by the Agent) guaranteeing the Obligations; (ii) a pledge agreement executed by each Subsidiary Guarantor in form substantially the same as the Borrower Pledge Agreement and otherwise reasonably satisfactory to the Agent (the "Additional Pledge Agreement"), accompanied by the delivery thereunder of the certificates representing the Pledged Securities referred to therein and executed and undated stock powers; (iii) a security agreement executed by each Subsidiary Guarantor in a form substantially the same as the Security Agreement and otherwise reasonably satisfactory to the Agent (the "Additional Security Agreement") covering all of such Subsidiary Guarantor's present and future Security Agreement Collateral, together with the filings and reports referred to in Section 5.12(b) (i) through (iv) of the Original Credit Agreement relating thereto; and (iv) deeds of trust, mortgages and similar documents in form and substance reasonably satisfactory to the Agent (the "Additional Mortgages") covering all of the Real Property owned by each of the Subsidiary Guarantors (except as otherwise agreed by the Agent) (x) which Additional Mortgages shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens, in either case Liens except Permitted Encumbrances. The as permitted by Section 8.03 and (y) which Additional Mortgages (or instruments related thereto thereto) shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages thereunder and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything , with each such Additional Mortgage to be accompanied by mortgage policies relating thereto reasonably satisfactory to the contrary contained above Agent, it being understood that nothing in this Section 7.11(a), in connection 7.10 shall prevent any Domestic Subsidiary from merging with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon Borrower to the extent permitted under by Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto)8.02.

Additional Security; Further Assurances. (a) In the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective EffectiveClosing Date, the Company shall promptly notify the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time, the Company will, and will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”). All such Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens, in either case except Permitted Encumbrances. The Additional Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto).

Additional Security; Further Assurances. (a) In The Borrower will, and will cause each of the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective DateGuarantors to, the Company shall promptly notify grant to the Collateral Agent and, at the request security interests and mortgages in such assets and properties of the Collateral Borrower and such Subsidiary Guarantors as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"), provided that notwithstanding anything to the contrary contained in this Agreement (i) Leasehold Mortgages shall not be required on any Real Property other than Hospital Properties, large clinics and surgical centers and other material Real Property, (ii) no landlord-lender agreements shall be required on any Leasehold not subject to a Leasehold Mortgage and (iii) at the Borrower's election (which election shall be made by delivering written notice thereof to the Administrative Agent) neither the Borrower nor any Subsidiary Guarantor shall be required to grant a security interest or mortgage in any asset as otherwise required at such time above pursuant to this Section 8.12(a) so long as the ABL/Term Loan Intercreditor Agreementbook value or fair market value (as determined in good faith by the Borrower), whichever is greater, is less than $1,000,000 (although in no event shall the aggregate book value or fair market value (as determined in good faith by the Borrower), whichever is greater, of all assets so excluded as provided in this clause (iii) from time exceed $5,000,000). Subject to timethe provisions contained in the proviso appearing in the immediately preceding sentence, within 30 days following the Administrative Agent's or the Required Lenders' request therefor, the Company Borrower will, and will cause such each of the Subsidiary Guarantor Guarantors to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which grant to the Collateral Agent may reasonably request, to grant, preserve, protect mortgages on any Hospital Properties constructed or perfect (including as a result of any change in applicable law) the Liens created or intended to be created acquired by the Security Documents Borrower or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”)following the Effective Date. All such Additional Mortgages security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected Liens security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens, in either case except Permitted Encumbrances. The Additional Mortgages Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto).

Additional Security; Further Assurances. (a) In VHS Holdco I will, and will cause each of the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Dateother Credit Parties to, the Company shall promptly notify grant to the Collateral Agent andsecurity interests and Mortgages in such assets and properties of VHS Holdco I and such other Credit Parties (other than, at Excluded Assets and stock of De Minimis Subsidiaries or Not-for-Profit Entities) as are not covered by the request of original Security Documents, and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”), provided that notwithstanding anything to the contrary contained in this Agreement (i) the pledge of the stock of Foreign Subsidiaries of the Credit Parties (to the extent such Credit Party is not a Foreign Subsidiary) shall be limited solely to the pledge of no more than 65% of the total outstanding voting stock, and 100% of the total outstanding non-voting stock, of such Credit Parties’ “first tier” Foreign Subsidiaries, (ii) Leasehold Mortgages shall not be required on any Real Property other than Hospital Properties (and Leasehold Mortgages shall not be required to the extent the landlord does not consent thereto after the Borrower’s use of commercially reasonable efforts to obtain such consent), (iii) no landlord-lender agreements shall be required on any Leasehold not subject to a Leasehold Mortgage, (iv) neither VHS Holdco I nor any other Credit Party shall be required to enter into control agreements with respect to their deposit or securities accounts and (v) at VHS Holdco I’s election (which election shall be made by delivering written notice thereof to the Administrative Agent) neither VHS Holdco I nor any other Credit Party shall be required to grant a security interest or mortgage in any asset as otherwise required at such time above pursuant to this Section 8.11(a) so long as the ABL/Term Loan Intercreditor Agreementbook value or fair market value (as determined in good faith by VHS Holdco I), whichever is greater, is less than (x) from time in the case of Real Property, $2,000,000 and (y) in the case of any other asset, $1,000,000 (although in no event shall the aggregate book value or fair market value (as determined in good faith by VHS Holdco I), whichever is greater, of all assets so excluded as provided in this clause (iii) exceed (1) in the case of Real Property, $10,000,000 and (2) in the case of any other asset, $5,000,000). Subject to timethe provisions contained in the proviso appearing in the immediately preceding sentence, within 30 days following the Company Administrative Agent’s or the Required Lenders’ request therefor, VHS Holdco I will, and will cause such Subsidiary Guarantor each of the other Credit Parties to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which grant to the Collateral Agent may reasonably request, to grant, preserve, protect Mortgages on any Hospital Properties constructed or perfect (including as a result of acquired by VHS Holdco I or any change in applicable law) other Credit Party following the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”)Initial Borrowing Date. All such Additional security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected Liens security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens, in either case except Permitted Encumbrances. The Additional Mortgages Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto).

Additional Security; Further Assurances. (avi) In the Promptly, and in any event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property within 90 days after the Restatement acquisition of assets of the type that would have constituted Collateral (if the person acquiring such assets had executed an appropriate Security Document on the Original Effective Date) at the Original Effective Date (the “Additional Collateral”), the Company shall promptly notify Borrower will, and will cause each of the Collateral Agent andSubsidiary Guarantors to, at the request of the Collateral Agent or following consultation with the Required Lenders (or Borrower as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to timevalue of any such Additional Collateral, the Company will, and will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (necessary action, including entering into the appropriate security documents and filing and recording of the appropriate financing statements and other documents)under the provisions of the UCC or applicable foreign, that may be required under applicable lawdomestic or local laws, rules or which regulations in each of the offices where such filing is necessary or appropriate to grant the Collateral Agent may reasonably request, a perfected Lien in such Collateral (or comparable interest under foreign law in the case of foreign Collateral) pursuant to grant, preserve, protect or perfect (including as a result of any change in applicable law) and to the Liens created or intended to be created full extent required by the Security Documents and this Agreement, subject to (i) in the case of such Collateral constituting Fee Property, Permitted Liens of the type described in clauses (a), (d), (e) and (g) of the definition thereof and Liens permitted by the applicable Mortgage, (ii) in the case of such Collateral constituting Leased Property, Liens permitted by the Collateral Assignment of Leases or Collateral Assignment of Location Leases, as the validity case may be, and (iii) in the case of such Collateral not constituting Real Property, Permitted Liens; provided that no such action will be required by the Borrower or priority any of the Subsidiary Guarantors to the extent that any such Additional Collateral is subject to a preexisting agreement which prohibits the granting of any additional liens; provided, further, that such Lienpreexisting agreement was not entered into in connection with, all at or in anticipation of or contemplation of, the expense acquisition of such assets by the Borrower or any of its Subsidiaries. In the event that the Borrower or any of the Company Subsidiary Guarantors acquires an interest in (each x) additional Fee Property that the Administrative Agent reasonably deems material to the Business, the Borrower and such Subsidiary Guarantors, as the case may be, will take such actions and execute such documents as the Administrative Agent shall require, to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage (including, without limitation, satisfaction of the conditions set forth in Section 5.03 and the Additional Mortgage Conditions) (an “Additional Mortgage”) or (y) additional Leased Property, the Borrower and such Subsidiary Guarantors, as the case may be, will take such actions and execute such documents as the Administrative Agent shall require to subject such Leased Property to the Lien on the Collateral Assignment of Leases or Collateral Assignment of Location Leases, as the case may be, and in such additional Real Property the case of any of the Company or Principal Leased Property shall endeavor in a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”). All such Additional Mortgages shall be granted pursuant reasonable manner to documentation reasonably satisfactory in form obtain and substance deliver to the Collateral Agent a Landlord Consent, Lien Waiver and shall constitute valid and enforceable perfected Liens superior to and prior to Access Agreement from the rights lessor of all third Persons and subject to no other Liens, in either case except Permitted Encumbrancessuch additional Leased Property. The Additional Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required All actions taken by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), parties in connection with any Real Property that has been designated as an the pledge of Additional Mortgaged PropertyCollateral, including, without limitation, reasonable costs of counsel for the Company shall not nor any Subsidiary Guarantor Collateral Agent, shall be required to grant an Additional Mortgage therein to for the extent that such a grant is prohibited by account of the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii)Borrower, (viii) or (xiv) (and the senior lienholder has not consented thereto)which shall pay all reasonable sums due on demand.

Additional Security; Further Assurances. (a) In VHS Holdco I will, and will cause each of the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Dateother Credit Parties to, the Company shall promptly notify grant to the Collateral Agent andsecurity interests and mortgages in such assets and properties of VHS Holdco I and such other Credit Parties as are not covered by the original Security Documents, at and as may be reasonably requested from time to time by the request of the Collateral Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"), provided that notwithstanding anything to the contrary contained in this Agreement (i) the pledge of the stock of Foreign Subsidiaries of the Credit Parties (to the extent such Credit Party is not a Foreign Subsidiary) shall be limited solely to the pledge of no more than 65% of the total outstanding voting stock, and 100% of the total outstanding non-voting stock, of such Credit Parties' "first tier" Foreign Subsidiaries, (ii) Leasehold Mortgages shall not be required on any Real Property other than Hospital Properties, large clinics and surgical centers and other material Real Property, (iii) no landlord-lender agreements shall be required on any Leasehold not subject to a Leasehold Mortgage, (iv) neither VHS Holdco I nor any other Credit Party shall be required to enter into control agreements with respect to their deposit or securities accounts and (v) at VHS Holdco I's election (which election shall be made by delivering written notice thereof to the Administrative Agent) neither VHS Holdco I nor any other Credit Party shall be required to grant a security interest or mortgage in any asset as otherwise required at such time above pursuant to this Section 8.11(a) so long as the ABL/Term Loan Intercreditor Agreementbook value or fair market value (as determined in good faith by VHS Holdco I), whichever is greater, is less than (x) from time in the case of Real Property, $2,000,000 and (y) in the case of any other asset, $1,000,000 (although in no event shall the aggregate book value or fair market value (as determined in good faith by VHS Holdco I), whichever is greater, of all assets so excluded as provided in this clause (iii) exceed (1) in the case of Real Property, $10,000,000 and (2) in the case of any other asset, $5,000,000). Subject to timethe provisions contained in the proviso appearing in the immediately preceding sentence, within 30 days following the Company Administrative Agent's or the Required Lenders' request therefor, VHS Holdco I will, and will cause such Subsidiary Guarantor each of the other Credit Parties to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which grant to the Collateral Agent may reasonably request, to grant, preserve, protect mortgages on any Hospital Properties constructed or perfect (including as a result of acquired by VHS Holdco I or any change in applicable law) other Credit Party following the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”)Initial Borrowing Date. All such Additional Mortgages security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected Liens security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens, in either case except Permitted Encumbrances. The Additional Mortgages Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto).

Additional Security; Further Assurances. (a) In the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Date, the Company shall promptly notify the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time, the Company The Borrower --------------------------------------- will, and will cause such Subsidiary Guarantor each of its Wholly-Owned Domestic Subsidiaries (and to the extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries) (other than a Shell Company, so long as it remains a Shell Company) to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which grant to the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including security interests and mortgages in such assets and real property of the Borrower and its Wholly-Owned Subsidiaries as a result of any change in applicable law) the Liens created or intended to be created are not covered by the original Security Documents Documents, and as may be requested from time to time by the Administrative Agent or the validity or priority of any such LienRequired Banks (collectively, all at the expense of the Company (each such Mortgage, an “"Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”Security Documents"). All such Additional Mortgages security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected Liens security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens, in either case except Permitted Encumbrances. The Additional Mortgages Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in foregoing, this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company 8.11(a) shall not nor any Subsidiary Guarantor apply to (and the Borrower and its Subsidiaries shall not be required to grant an Additional Mortgage therein to a mortgage in) any Real Property the extent that such a grant fair market value of which (as determined in good faith by senior management of the Borrower) is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto)less than $500,000.

Additional Security; Further Assurances. xxiv) Holdings will, and will cause each of its Wholly-Owned Subsidiaries that is a Domestic Subsidiary or a U.K. Subsidiary (aand to the extent Section 8.15 is operative, each of its Wholly-Owned Foreign Subsidiaries) In the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Dateto, the Company shall promptly notify grant to the Collateral Agent and, at mortgages in such Real Property of Holdings and its Subsidiaries as are not covered by the request of original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to timecollectively, the Company will, and will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “"Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”Mortgage Documents"). All such Additional Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected Liens hypothecations and mortgages superior to and prior to the rights of all third Persons and enforceable as against third parties and subject to no other Liens, in either case except for Permitted EncumbrancesLiens. The Additional Mortgages Mortgage Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages Mortgage Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in foregoing, this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company 8.11(a) shall not nor any Subsidiary Guarantor apply to (and Holdings and its Subsidiaries shall not be required to grant an Additional Mortgage therein to a mortgage in) any Real Property the extent that such a grant fair market value of which (as determined in good faith by senior management of Holdings) is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto)less than $1,000,000.

Additional Security; Further Assurances. (a) In the event that the Company or any Subsidiary Guarantor acquires any fee or leasehold ownership in Real Property after the Restatement Effective Closing Date, the Company shall promptly notify the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time, the Company will, and will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”). All such Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens, in either case except Permitted EncumbrancesLiens. The Additional Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent and Administrative Agent required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) ), or (xiv) (and the senior lienholder has not consented thereto).

Additional Security; Further Assurances. (a) In VHS Holdco I will, and will cause each of the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Dateother Credit Parties to, the Company shall promptly notify grant to the Collateral Agent andsecurity interests and Mortgages in such assets and properties of VHS Holdco I and such other Credit Parties (other than, at Excluded Assets and stock of De Minimis Subsidiaries or Not-for-Profit Entities) as are not covered by the request of original Security Documents, and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”), provided that notwithstanding anything to the contrary contained in this Agreement (i) the pledge of the stock of Foreign Subsidiaries of the Credit Parties (to the extent such Credit Party is not a Foreign Subsidiary) shall be limited solely to the pledge of no more than 65% of the total outstanding voting stock, and 100% of the total outstanding non-voting stock, of such Credit Parties’ “first tier” Foreign Subsidiaries, (ii) Leasehold Mortgages shall not be required on any Real Property other than Hospital Properties (and Leasehold Mortgages shall not be required to the extent the landlord does not consent thereto after the Borrower’s use of commercially reasonable efforts to obtain such consent), (iii) no land-lord-lender agreements shall be required on any Leasehold not subject to a Leasehold Mortgage, (iv) neither VHS Holdco I nor any other Credit Party shall be required to enter into control agreements with respect to their deposit or securities accounts and (v) at VHS Holdco I’s election (which election shall be made by delivering written notice thereof to the Administrative Agent) neither VHS Holdco I nor any other Credit Party shall be required to grant a security interest or mortgage in any asset as otherwise required at such time above pursuant to this Section 8.11(a) so long as the ABL/Term Loan Intercreditor Agreementbook value or fair market value (as determined in good faith by VHS Holdco I), whichever is greater, is less than (x) from time in the case of Real Property, $2,000,000 and (y) in the case of any other asset, $1,000,000 (although in no event shall the aggregate book value or fair market value (as determined in good faith by VHS Holdco I), whichever is greater, of all assets so excluded as provided in this clause (iii) exceed (1) in the case of Real Property, $10,000,000 and (2) in the case of any other asset, $5,000,000). Subject to timethe provisions contained in the proviso appearing in the immediately preceding sentence, within 30 days following the Company Administrative Agent’s or the Required Lenders’ request therefor, VHS Holdco I will, and will cause such Subsidiary Guarantor each of the other Credit Parties to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which grant to the Collateral Agent may reasonably request, to grant, preserve, protect Mortgages on any Hospital Properties constructed or perfect (including as a result of acquired by VHS Holdco I or any change in applicable law) other Credit Party following the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”)Initial Borrowing Date. All such Additional security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected Liens security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens, in either case except Permitted Encumbrances. The Additional Mortgages Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto).

Additional Security; Further Assurances. (a) In the event that the Company or any Subsidiary Guarantor Obligor acquires any fee ownership in fee of a Real Property Estate Asset with a value in excess of Cdn.$500,000 after the Restatement Effective Closing Date, and such interest has not otherwise been made subject to a Lien in favor of the Company Collateral Agent, for the benefit of the Secured Creditors, then such Obligor shall promptly notify the Collateral Agent no less than ten (10) days prior to the acquisition, and, upon request by the Collateral Agent, contemporaneously with acquiring such Real Estate Asset in fee, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such Mortgages, documents, instruments, agreements, opinions and certificates that the Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of the Secured Creditors, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest in such Real Estate Assets, subject to Permitted Encumbrances. In addition to the foregoing, each Obligor shall, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) Lenders, deliver, from time to time, the Company will, and will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”). All such Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to no other Liens, in either case except Permitted Encumbrances. The Additional Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places appraisals as are required by law or regulation of Real Estate Assets with respect to establish, perfect, preserve and protect the Liens in favor of the which Collateral Agent required to be has been granted a Lien pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in fullthis Section 8.10. Notwithstanding anything Prior to the contrary contained above in this Section 7.11(a), in connection with acquisition of any Real Property that has been designated as an Additional Mortgaged PropertyEstate Asset in fee, the Company Obligors shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein deliver to the extent Administrative Agent a notice identifying, and upon the Administrative Agent’s request and subject to any contractual restrictions contained therein, the consultant’s reports, environmental site assessments or other documents, if any, relied upon by such Obligor to determine that any such Real Estate Asset does not contain Hazardous Materials of a grant is prohibited by the terms of any document evidencing form or type or in a prior Lien thereon quantity or location that could reasonably be expected to the extent permitted under Section 8.01(vii), (viii) or (xiv) (result in Environmental Liabilities and the senior lienholder has not consented thereto).Costs;

Additional Security; Further Assurances. (a) In the Promptly, and in any --------------------------------------- event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property within 90 days after the Restatement acquisition of assets of the type that would have constituted Collateral (if the person acquiring such assets had executed an appropriate Security Document on the Effective Date) at the Effective Date (the "Additional Collateral"), Holdings and the Company shall promptly notify Borrower will, and will cause each of --------------------- the Collateral Agent andGuarantors to, at the request of the Collateral Agent or following consultation with the Required Lenders (or Company as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to timevalue of any such Additional Collateral, the Company will, and will cause such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (necessary action, including entering into the appropriate security documents and filing and recording of the appropriate financing statements and other documents)under the provisions of the UCC or applicable foreign, that may be required under applicable lawdomestic or local laws, rules or which regulations in each of the offices where such filing is necessary or appropriate to grant the Collateral Agent may reasonably request, a perfected Lien in such Collateral (or comparable interest under foreign law in the case of foreign Collateral) pursuant to grant, preserve, protect or perfect (including as a result of any change in applicable law) and to the Liens created or intended to be created full extent required by the Security Documents or the validity or priority of any such Lienand this Agreement, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”). All such Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected Liens superior to and prior to the rights of all third Persons and subject to Permitted Liens and Prior Liens; provided that no other Liens, in either case except Permitted Encumbrances. The Additional Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are action will be required by law to establish, perfect, preserve and protect -------- the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with Borrower or any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that any such Additional Collateral is subject to a grant is prohibited preexisting agreement which prohibits the granting of any additional liens; provided further that such preexisting agreement was not -------- ------- entered into in connection with, or in anticipation of or contemplation of, the acquisition of such assets by the terms Borrower or any of any document evidencing its Subsidiaries. In the event that the Borrower or a prior Guarantor acquires an interest in additional real property, the Borrower or such Guarantor, as the case may be, will take such actions and execute such documents as the Administrative Agent shall require to confirm the Lien thereon of a Mortgage, if applicable, or to create a new Mortgage (including, without limitation, satisfaction of the extent permitted under Section 8.01(vii), (viiiconditions set forth in Sections 5.03 and 5.11) or (xiv) (and leasehold mortgage in the senior lienholder has event a fee interest is not consented thereto)acquired. All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Collateral Agent, shall be for the account of the Company, which shall pay all reasonable sums due on demand.

Additional Security; Further Assurances. (a) In the event that at any time the Company Borrower is permitted by Applicable Laws to grant a security interest, as provided in this sentence, in equity or debt securities issued by any Subsidiary Guarantor acquires direct Subsidiary, (other than the trust formed in connection with the Preferred Offering) of the Borrower other than those issued by AmerUs Life or if the Borrower has any fee ownership direct Subsidiaries, (other than the trust formed in Real Property after connection with the Restatement Effective DatePreferred Offering) which are permitted by Applicable Laws to grant a security interest as provided in this sentence, the Company Borrower shall promptly notify so inform the Collateral Administrative Agent and the Banks, and, at the request of the Collateral Administrative Agent or the Required Lenders (Banks, the Borrower shall, or as otherwise required at shall cause each such time pursuant Subsidiary to, grant to the ABL/Term Loan Intercreditor Agreement) from Administrative Agent a security interest in all capital stock, other equity interests and surplus notes issued by any Subsidiary and owned by it and in which it is permitted by Applicable Law to grant a security interest. In addition, if at any time the Borrower is permitted by applicable law to timepledge more than the percentage of the voting stock of AmerUs Life pledged as of the Effective Date, the Company will, and will cause Borrower shall grant to the Administrative Agent a security interest in such Subsidiary Guarantor to, execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including assets to the filing and recording of financing statements and other documents), that may be required under maximum extent permitted by applicable law, or which the Collateral Agent may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such additional Real Property of any of the Company or a Subsidiary Guarantor (each such Real Property, an “Additional Mortgaged Property”). All such Additional Mortgages security interests created pursuant to this Section 6.12 shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected Liens security interests superior to and prior to the rights of all third Persons and subject to no other Liens, in either case except Permitted Encumbrances. The Additional Mortgages additional security documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens liens in favor of the Collateral Administrative Agent required to be granted pursuant to the Additional Mortgages such additional security documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited full by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto)Borrower.