Common use of Additional Security Clause in Contracts

Additional Security. Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any Real Property, or any personal property of a type included in the Collateral that is not at the time included in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agent.

Additional Security. Subject to subpart (b) below, if any Each Credit Party acquireswill cause, owns upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or holds an interest the Required Lenders in any their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, or any personal property title insured, Liens in favor of a type included in the Collateral that is not at Agent pursuant to the time included in the CollateralCollateral Documents or such other security agreements, the Borrower will promptly notify pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in writing its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such eventowned Real Property, identifying in the property or interests in question and referring specifically to the rights judgment of the Administrative Agent and Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property Parties (which in the case of any Real Estate Subsidiary shall consist of the maximum available subject only to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searchesPermitted Liens), loan documentsthen following the occurrence of an Event of Default which is continuing, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be reasonably if requested by the Administrative Agent or the Required Lenders in connection with their sole discretion, such Credit Party shall, at the executionCompany’s expense: (i) within thirty (30) days after such acquisition, delivery furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and recording deliver to the Collateral Agent deeds of any such Additional Security Document or joindertrust, all trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of which documents shall be accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.

Additional Security. Subject to subpart (b) below, if any Each Credit Party acquireswill cause, owns (i) each parcel of its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or holds more (except any such parcel as to which the costs of providing a Mortgage are excessive in relation to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an interest Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in any their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this subparagraph (c), upon the acquisition of any personal property of a type included owned Real Property referred to in the Collateral that is not at the time included preceding paragraph by any Credit Party, if such owned Real Property, in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights judgment of the Administrative Agent and the Lenders under this SectionAgent, and the Credit Party will, shall not already be subject to a perfected first priority deed of trust or will cause such Subsidiary to, within 10 Business Days, grant to mortgage lien in favor of the Administrative Agent for the benefit of the Secured Creditors a Lien on Parties, then such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent such opinions a description of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent thereunderdeeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other related documents security and pledge agreements, as may be reasonably requested specified by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Credit Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days; (iii) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Restatement Effective Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to The Restatement Effective Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents.

Additional Security. Subject Each Loan Party will cause, and will cause each of its Wholly-Owned Subsidiaries (other than (v) a Domestic Subsidiary, (w) an Unrestricted Subsidiary, (x) a Foreign Subsidiary that is not a Canadian Subsidiary, (y) an Immaterial Subsidiary or (z) Sacopan) to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any Real Property, or any personal property cause all other assets and properties of Holdings and its Wholly-Owned Subsidiaries that are of a type included constituting or intended to constitute Collateral but are not covered by the original Collateral Documents and as may be reasonably requested by the Collateral Agent or the Required Revolving Lenders in their reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this clause (b), upon the acquisition of any property referred to in the Collateral that is not at the time included preceding paragraph by any Loan Party, if such property, in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights judgment of the Administrative Agent and the Lenders under this SectionAgent, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Creditors a Lien on Parties, then the Borrowers shall, at the Borrowers’ reasonable expense: (i) within 20 days after such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledgedacquisition, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered furnish to the Administrative Agent such opinions a description of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be property so acquired in detail reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of hypothec, deeds to secure debt, instruments of accession to the Collateral Documents and other security and similar agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Loan Party under the Finance Documents and constituting Liens on all such properties that are Collateral; (iii) within 45 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code and/or PPSA financing statements, and/or Civil Code recordation, as applicable, and the giving of notices and the endorsement of notices on title documents) may be reasonably necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties in the jurisdiction where such Person is organized as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; and (v) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Effective Date or as the Administrative Agent, the Collateral Agent or the Required Revolving Lenders shall have reasonably requested.

Additional Security. (i) Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property, Property not (x) constituting Excluded Real Property or any personal property of a type included in the Excluded Collateral that is not and (y) at the time included in the CollateralCollateral and subject to a Mortgage, the Parent Borrower will promptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Collateral Agent and the Lenders Secured Creditors under this SectionSection 6.10, and and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 10 Business Daysninety (90) days or such longer period as the Administrative Agent may agree, following request by the Administrative Agent and/or the Collateral Agent, (I) grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Additional Security Documents”) or and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any existing Security Documentjurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel, organizational documents, good standing certificates), corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered counterpart to the Administrative Agent thereunder, Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent.

Additional Security. Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any Real Property, or any personal property Each of a type included in the Collateral that is not at the time included in the Collateral, Holdings and the Borrower will promptly notify cause, and will cause each of its Subsidiaries (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below) to cause, (i) all of its owned Real Properties and personal property located in the United States, other that those owned Real Properties set forth on Schedule 6.10(b) and other than owned Real Properties which are subject to a Permitted Lien the terms of which prohibit the granting of a Lien thereon in favor of the Finance Parties and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in writing its or their sole reasonable discretion, (A) all of such event, identifying its personal property located in the property or interests in question and referring specifically United States (except to the rights extent expressly excluded from the Collateral Documents), (B) all of its leased Real Properties located in the United States (other than leaseholds the terms of which prohibit the granting of a Lien thereon in favor of the Administrative Finance Parties) and (C) all other assets and properties of Holdings and its Domestic Subsidiaries located in the United States as are not covered by the original Collateral Documents (or specifically excluded therefrom) and as may be requested by the Collateral Agent and or the Required Lenders under this Sectionin their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), and the Credit Party willperfected and, or will cause such Subsidiary to, within 10 Business Days, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist Property (whether leased or owned), title insured Liens in favor of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) Collateral Agent pursuant to the terms of Collateral Documents or such other security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, mortgages or other similar collateral documents as the Administrative Collateral Agent deems appropriate shall request in its sole and reasonable discretion (collectively, the “Additional Security Collateral Documents”). With respect to any Real Property (whether leased or owned) located in the United States acquired or leased by any Credit Party subsequent to the Effective Date for which the Collateral Agent is entitled to a joinder Lien pursuant to the preceding sentence, such Person will cause to be delivered to the Collateral Agent with respect to such Real Property (other than immaterial leased properties or except for properties with respect to which landlord consent for such Mortgage cannot be obtained after commercially reasonable efforts by the Borrower, to do so or as otherwise approved by the Administrative Agent) documents, instruments and other items of the types required to be delivered pursuant to Section 4.01(k), all in any existing Security Documentform, content and scope reasonably satisfactory to the Collateral Agent. FurthermoreIn furtherance of the foregoing terms of this Section 6.10, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by Holdings or any of its Subsidiaries of any Real Property located in the United States having a market value greater than $500,000 or the entering into a lease by Holdings or any of its Subsidiaries of any Real Property located in the United States for annual rent of $150,000 or more, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, Holdings and the Borrower will cause, and will cause each of their respective Subsidiaries to cause, 100% of the Equity Interests of each of their respective direct and indirect Subsidiaries (or 65% of such other Equity Interests, if such Subsidiary is a direct Foreign Subsidiary, except as provided in subsection (d) below) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents, subject only to Permitted Liens described in paragraph (ii) and/or (iv) of Section 7.02. If, subsequent to the Effective Date, a Credit Party shall acquire any Intellectual Property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral under any of the Collateral Documents, the Borrower shall promptly (and in any event within 10 Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed on the Closing Date and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Collateral 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 Collateral Documents, and all taxes, fees and other charges payable in connection therewith shall have been paid in full. The Borrower shall cause to be delivered to the Administrative Collateral Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agentassure itself that this Section 6.10(b) has been complied with.

Additional Security. Subject (i) With respect to subpart any Material Real Property Assets (bother than Leaseholds, easements and rights-of-way), (ii) belowany Existing Leasehold Mortgaged Property and (iii) any part of the Grand Mesa Pipeline or the Delaware Pipeline that is a Material Real Property Asset of the type described in the preceding clauses (i) and (ii) (1) owned, if or in the case of the Existing Leasehold Mortgaged Property, leased by any Credit Party acquireson the Closing Date, owns such Credit Party, as the case may be, with respect thereto shall, within 120 days of the date of the Closing Date or holds an interest such later date as may be agreed to by the Collateral Agent (and in any Real Propertyevent within 360 days of the Closing Date (or, or any personal property of a type included in the case of Real Property Assets constituting part of the Grand Mesa Pipeline or the Delaware Pipeline, 180 days after the Closing Date)) or (2) acquired by any Credit Party after the Closing Date, such Credit Party, as the case may be, shall, within 120 days of the acquisition thereof or such later date as may be agreed to by the Collateral that is not at Agent (and in any event within 180 days of the time included in the Collateralacquisition thereof), the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically deliver to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant to the Administrative Collateral Agent for the ratable benefit of the Secured Creditors Parties the following: (A) a Lien on fully executed counterpart of a Mortgage or Leasehold Mortgage in favor of the Collateral Agent covering such Material Real Property Asset, duly executed by such Credit Party, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such personal property Mortgage or Leasehold Mortgage (which in the case and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (B) if such Material Real Estate Subsidiary shall consist Property Asset has a Designated Value of $7,500,000 or more, a policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the maximum available to be pledgedCollateral Agent and its successors and/or assigns, but in an amount not less than a pledge the fair market value of 49% of such Material Real Property Asset and in the Equity Interests form necessary, paid for by the such Credit Party, issued by it) pursuant a nationally recognized title insurance company insuring fee simple title or leasehold title, as applicable, to each such Material Real Property Asset and insuring the terms Lien of such security agreementsMortgage or Leasehold Mortgage as a valid Lien (subject to Permitted Liens) on the applicable real property described therein, pledge agreementstogether with such endorsements, assignmentstitle policy modifications, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents coinsurance and reinsurance as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be reasonably requested by required; (C) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, such surveys (or any updates or affidavits that the Administrative Agent title insurance company may reasonably require in connection with the executionissuance of the title insurance policies), which are sufficient for the title insurance company to remove the standard survey exception and issue customary survey-related endorsements and title policy modifications; (D) local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Mortgage or Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Mortgage or Leasehold Mortgage and such other customary matters as are incidental thereto; (E) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, with respect to such Material Real Property Asset, evidence such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and Leasehold Mortgages and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing. (ii) With respect to any Material Real Property Asset consisting of Leaseholds, easements or rights of-way, including Material Real Property Assets that are Leaseholds, easements or rights-of-way constituting part of the Grand Mesa Pipeline or the Delaware Pipeline (in each case other than the Existing Leasehold Mortgaged Properties and any fee owned Material Real Property Asset), (a) held by any Credit Party on the Closing Date or (b) acquired by any Credit Party after the Closing Date, such Credit Party, as the case may be, shall use commercially reasonable efforts (which, for the avoidance of doubt shall not require cash payments or other consideration aside from the payment or reimbursement of reasonable fees and expenses in connection with the preparation and recording of the documentation related to such Other Specified Collateral Deliverables) to deliver, within 180 days of the Closing Date or the date of acquisition thereof or, with respect to any such Additional Security Document Material Real Property Asset (such Material Real Property Assets, “Other Specified Property”), or joinderwith respect to any such Other Specified Property other than Real Property Assets constituting a part of the Grand Mesa Pipeline or the Delaware Pipeline, or such later date as may be agreed to by the Collateral Agent (provided that the Collateral Agent may not extend such deadline to a date later than 360 days after the Closing Date or 180 days after the date of acquisition thereof, as applicable), to the Collateral Agent for the ratable benefit of the Secured Parties, the following: (A) a fully executed counterpart of a Leasehold Mortgage, duly executed by a Credit Party that is the lessee, owner or holder of such Material Real Property Asset, satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and necessary filings of such Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary consents, memoranda of lease and fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (B) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Collateral Agent and its successors and/or assigns, in an amount not less than the fair market value of such Material Real Property Asset and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring fee simple title or leasehold title to such Material Real Property Asset and insuring the Lien of such Leasehold Mortgage as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modification, coinsurance and reinsurance as shall be reasonably required;. (C) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), such surveys (or any updates or affidavits that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove or modify the standard survey exception and issue customary survey-related endorsements or title policy modifications; (D) local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Leasehold Mortgage and such other customary matters as are incidental thereto; (E) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), with respect to such Material Real Property Asset, evidence such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Leasehold Mortgage and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing; provided that, notwithstanding the foregoing, the requirements of paragraphs (B), (C), (E) and (F) of this Section 8.10(d)(ii) will not be required with respect to (i) any such Other Specified Property, to the extent the cost of providing such items would exceed 1% of the Designated Value of such Other Specified Property or (ii) any such Other Specified Property that is comprised solely of easements or rights-of-way. Notwithstanding anything herein to the contrary, for purposes of the determination of Designated Value pursuant to the preceding proviso, the final paragraph of this Section 8.10(d)(ii) shall not apply. The requirements of this Section 8.10(d)(ii) with respect to the Other Specified Property shall be referred to as the “Other Specified Collateral Requirements”, and the items described in items (A) through (F) of the foregoing Section 8.10(d)(ii) shall be referred to as the “Other Specified Collateral Deliverables”. Solely for purposes of determining the Designated Value of any Real Property Assets with respect to which a Credit Party must use commercially reasonable efforts to provide the Other Specified Collateral Requirements, if any Real Property Asset constitutes, with one or more Real Property Assets, any pipeline, facility, terminal, injection well or disposal well of the Parent and its Restricted Subsidiaries, the Designated Value of such Real Property Asset shall be deemed to be the sum of the Designated Values of all such Real Property Assets forming such pipeline, facility, terminal, injection well or disposal well. (iii) Notwithstanding the other provisions of this Section 8.10(d), the Collateral Agent may, in its sole discretion, determine that the burdens, costs or consequences of obtaining a Mortgage or Leasehold Mortgage on any Material Real Property Asset, all or any part of which documents shall contains a Building (as defined in the applicable Flood Insurance Laws) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Law), are excessive in view of the benefits to be in form and substance obtained by the Secured Parties. In the event that the Collateral Agent makes such a determination, the Mortgage or Leasehold Mortgage relating to such Material Real Property Asset may contain customary exclusionary provisions with respect to such Building or Manufactured (Mobile) Home satisfactory to the Administrative AgentCollateral Agent in its sole discretion.

Additional Security. Subject (i) Cause, and will cause each of their Subsidiaries (other than a Foreign Subsidiary, except to subpart the extent provided in subsection (bc) below, if any Credit Party acquiresand Non-Wholly-Owned Entities) to cause, owns or holds an interest in any Real Property, or any (A) all of their owned real properties with a value greater than $500,000 and all other personal property of a type included located in the Collateral that is United States, and (B) all other material assets of the Borrowers and such Subsidiaries as are not at covered by the time included in the Collateral, the Borrower will promptly notify original Security Documents and as may be reasonably requested by the Administrative Agent or the Required Lenders in writing their discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of such eventreal property, identifying the property or interests title insured Liens in question and referring specifically to the rights favor of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of Security Documents or such other security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, mortgages or other similar collateral documents as the Administrative Agent deems appropriate or the Required Lenders shall request in its or their reasonable discretion (collectively, the “Additional Security Documents”). With respect to any owned real property with a value greater than $500,000 located in the United States acquired by any Loan Party subsequent to the initial Borrowing Date, such Person will cause to be delivered to the Administrative Agent with respect to such property, documents, instruments, including mortgages, deeds of trust, deeds to secure debt, title insurance policies, surveys, flood hazard certifications, environmental reports and legal opinions, all in form, content and scope reasonably satisfactory to the Administrative Agent and the Required Lenders. In furtherance of the foregoing terms of this Section 5.11, each Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by any Loan Party of any owned real property located in the United States having a value greater than $500,000, setting forth in reasonable detail the location and a description of the asset(s) or a joinder in any existing Security Documentso acquired. FurthermoreWithout limiting the generality of the foregoing, Holdings and the Borrowers will cause, and will cause each of their respective Subsidiaries to cause, 100% of the issued and outstanding Capital Stock of all Domestic Subsidiaries owned by Holdings, the Borrower Borrowers or any other Subsidiary (other than the Capital Stock of Subsidiaries that constitute Non-Wholly Owned Entities not owned by the Loan Parties and the Capital Stock of Service America/National Business Services Enterprises Joint Venture and Service America Corporation -Service Systems Associates), and 65% of the issued and outstanding Capital Stock of all First Tier Foreign Subsidiaries (except as provided in subsection (c) below) owned by Holdings, the Borrowers or any Domestic Subsidiary, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents (ii) All security interests, mortgages and pledges securing the Obligations shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Required Lenders, and shall constitute valid and enforceable perfected security interests, mortgages and pledges superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The 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 in favor of the Administrative Agent required to be granted pursuant to the Additional Security Documents, and all taxes, fees and other Credit Party charges payable in connection therewith shall have been paid in full. The Borrowers shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, title insurance and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agentassure itself that this Section 5.11 has been complied with.

Additional Security. Subject The Company will cause, and will cause each of its Subsidiaries (other than (i) Project Subsidiaries except to subpart the extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, (bii) below, if any Credit Party acquires, owns or holds an interest Foreign Subsidiaries except to the extent provided in any Real PropertySUBSECTION (d) below and (iii) those Subsidiaries having negligible assets as of the Closing Date which are to be merged into, or any personal property of a type included in liquidated or dissolved and their residual assets distributed to, one or more other Loan Parties within 90 days after the Collateral that is not at the time included in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically Closing Date pursuant to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant Company's reorganization plan disclosed to the Administrative Agent for prior to the benefit Closing Date) to cause, all of the Secured Creditors its owned Real Properties with a Lien on such Real Property fair market value in excess of $1,000,000 hereafter acquired and all or such substantially all personal property (which located in the United States to be subject at all times to perfected and, in the case of any owned Real Estate Subsidiary shall consist Property, title insured Liens in favor of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) Collateral Agent pursuant to the terms of Collateral Documents or such other security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, mortgages or other similar collateral documents as the Administrative Collateral Agent deems appropriate shall request in its sole reasonable discretion (collectively, the “Additional Security Documents”"ADDITIONAL COLLATERAL DOCUMENTS"). With respect to any owned Real Property having a fair market value in excess of $1,000,000 acquired by any Loan Party subsequent to the Closing Date, such Person will cause to be delivered to the Collateral Agent with respect to such Real Property documents, instruments and other items of the types consistent with those required by SECTION 4.01, all in form and substance reasonably satisfactory to the Collateral Agent. In furtherance of the foregoing terms of this SECTION 6.12, the Company agrees to promptly provide the Administrative Agent with written notice of the acquisition by the Company or any of its Subsidiaries (other than Project Subsidiaries or Foreign Subsidiaries) of any owned Real Property having a market value greater than $1,000,000, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired. Without limiting the generality of the foregoing, the Company will cause, and will cause each of its Subsidiaries that is or becomes a Subsidiary Guarantor to cause, 100% of the Equity Interests of each of their respective direct and indirect Domestic Subsidiaries that are not Subsidiaries of Foreign Subsidiaries (or (x) 65% of such Equity Interests, if such Subsidiary is a direct Foreign Subsidiary, except as provided in SUBSECTION (d) below, or (y) to the extent not prohibited by the terms of any Organization Document or other agreement governing a Permitted Joint Venture, such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and non-Wholly-Owned Subsidiaries) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject only to Permitted Liens described in SECTION 7.02(iii) or (v). If, subsequent to the Closing Date, a joinder Loan Party shall acquire any patents, trademark registrations, service ▇▇▇▇ registrations, registered trade names, copyright registrations or any applications related to the foregoing, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any existing Security Documentevent within ten Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. FurthermoreEach of the Loan Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed at Closing and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected 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. The Additional Collateral 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 Borrower or such Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other Credit Party charges payable in connection therewith shall have been paid in full. The Company shall cause to be delivered to the Administrative Collateral Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agentassure itself that this SECTION 6.12(b) has been complied with.

Additional Security. Subject (a) No later than ten days after any Person becomes a Subsidiary, the Borrower shall, and shall cause such Subsidiary (unless it is not a Domestic Subsidiary) and its parent to, execute and deliver a Joinder Agreement under which (i) such Domestic Subsidiary shall grant a security interest in its assets described in the Security Agreement as security for the Obligations and become a Guarantor, and (ii) such parent pledges to subpart the Bank 100% of the common stock or other ownership interests of such Domestic Subsidiary (or 65% of the common stock or other ownership interests of such Subsidiary if it is not a Domestic Subsidiary) and to deliver to the Bank such other documents relating to such Subsidiary as the Bank may reasonably request. (b) belowFrom and after the Closing Date, if (i) the Borrower or any Credit Party acquiresGuarantor acquires any fee interest in real property having a book value in excess of $100,000 or (ii) at the time any Person becomes a Guarantor, such Person owns or holds an any such fee interest in any Real Property, or any personal real property of a type included in the Collateral that is not at the time included in the Collateralsuch value, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered deliver to the Administrative Agent Bank, at its request after such opinions acquisition of local counselsuch property or such Person becomes a Guarantor, organizational documentsas the case may be, good standing certificates, corporate resolutions, searches the following: (including, without limitation, UCC, tax lien, litigation, judgment i) A fully executed and bankruptcy searchesnotarized mortgage or deed of trust (an “Additional Mortgage”), loan documentsduly recorded in all appropriate places in all applicable jurisdictions, a Perfection Certificate, all Collateral items required to be physically delivered to encumbering the Administrative Agent thereunder, and other related documents as may be reasonably interest of such Credit Party in such property; (ii) If requested by the Administrative Agent in connection Bank, a title report issued by a title company acceptable to the Bank with respect thereto, dated not more than 30 days prior to the execution, delivery and recording of any date such Additional Security Document or joinder, all of which documents shall Mortgage is to be recorded and satisfactory in form and substance satisfactory to the Administrative Agent, together with copies of any documents listed as exceptions to such title and, to the extent the Borrower or any Subsidiary obtains an owner’s title policy on said property, a mortgagee’s policy in an equal amount insuring the Lien in subsection (i) above; and (iii) If requested by the Bank, evidence that said property is not in an area designated as prone to flooding or, if so, evidence of flood insurance reasonably satisfactory to the Bank.

Additional Security. Subject to subpart (b) below, if any Each Credit Party acquireswill cause, owns (i) each parcel of its owned Real Property acquired after the Effective Date having a fair market value of $25,000,000 or holds more (except any such parcel as to which the costs of providing a Mortgage are excessive in relation to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion of the Administrative Agent, without any requirement for Lender consent) and all of its personal property and (ii) upon the occurrence of an interest Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or the Required Lenders in any their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, or any personal property title insured Liens in favor of a type included in the relevant Collateral Agent pursuant to the Collateral that is not at the time included in the CollateralDocuments or such other security agreements, the Borrower will promptly notify pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in writing its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this subparagraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such eventowned Real Property, identifying in the property or interests in question and referring specifically to the rights judgment of the Administrative Agent and Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant to the Administrative relevant Collateral Agent for the benefit of the Secured Creditors a Lien on Parties (subject only to Permitted Liens), then such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent such opinions a description of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 60 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the relevant Collateral Agent thereunderdeeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other related documents security and pledge agreements, as may be reasonably requested specified by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from 60 days up to a maximum of 90 days; (iii) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the relevant Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from 60 days up to a maximum of 90 days; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the relevant Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from 60 days up to a maximum of 90 days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the relevant Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Effective Date or as the Administrative Agent, the relevant Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Effective Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the relevant Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the relevant Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents.

Additional Security. Subject to subpart (b) below, if any Each Credit Party acquireswill cause, owns (i) each parcel of owned Real Property having a fair market value of $7,500,000 or holds more (except any such parcel as to which the costs of providing a mortgage or deed of trust are excessive in relation to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an interest Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in any their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the "Additional Collateral Documents"). In furtherance of the foregoing terms of this clause (c), upon the acquisition of any personal property of a type included owned Real Property referred to in the Collateral that is not at the time included preceding paragraph by any Credit Party, if such owned Real Property, in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights judgment of the Administrative Agent and the Lenders under this SectionAgent, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Creditors a Lien on Parties, then such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered shall, at the Company's expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent such opinions a description of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent thereunderdeeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other related documents security and pledge agreements, as may be reasonably requested specified by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Credit Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days; (iii) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Amendment Effective Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Amendment Effective Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents.

Additional Security. Subject to subpart (b) below, if any Each Credit Party acquireswill cause, owns (i) each parcel of its owned Real Property acquired after the Effective Date having a fair market value of $25,000,000 or holds more (except any such parcel as to which the costs of providing a Mortgage are excessive in relation to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion of the Administrative Agent, without any requirement for Lender consent) and all of its personal property and (ii) upon the occurrence of an interest Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in any their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the Additional Collateral Documents); provided that no Credit Party will be required to provide control agreements or any personal property other means of a type included perfection by control with respect to Collateral constituting deposit accounts, securities accounts or uncertificated securities unless pursuant to paragraph (f) or (g) of this Section 8.10. In furtherance of the foregoing terms of this subparagraph (d), upon the acquisition of any owned Real Property referred to in the Collateral that is not at the time included preceding paragraph by any Credit Party, if such owned Real Property, in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights judgment of the Administrative Agent and the Lenders under this SectionAgent, and the Credit Party will, shall not already be subject to a perfected first priority deed of trust or will cause such Subsidiary to, within 10 Business Days, grant to mortgage lien in favor of the Administrative Agent for the benefit of the Secured Creditors a Lien on Parties, then such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent such opinions a description of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 60 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent thereunderdeeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other related documents security and pledge agreements, as may be reasonably requested specified by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from 60 days up to a maximum of 90 days; (iii) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from 60 days up to a maximum of 90 days; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from 60 days up to a maximum of 90 days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Effective Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Effective Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents.

Additional Security. Subject to subpart (b) below, if If any Credit Party at any time acquires, owns or holds an interest in any Real Property, or any personal property of a type included in the Collateral that is not at the time included in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, to grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property personal property no later than fifty (50) days following the last day of the PAC REIT’s fiscal quarter during which such Credit Party has acquired or otherwise becomes the holder or owner of such personal property property, or in the case of any Subsidiary that first becomes a Subsidiary Guarantor after the Closing Date pursuant to Section 6.09, also on the date that such Subsidiary becomes a Subsidiary Guarantor (each such date, the “Required Collateral Delivery Date”) (which in the case of any (i) Equity Interests of a Real Estate Subsidiary owned by the Borrower or any other Subsidiary shall consist of a Lien on the maximum available to percentage of such Equity Interests that can be pledged, taking into consideration the terms of any Property Senior Loan Documents into which such Real Estate Subsidiary intends to enter within 30 days (or such longer period as the Administrative Agent may agree) of such Required Collateral Delivery Date), but not less than a pledge of 49% of such the Equity Interests issued by itsuch Real Estate Subsidiary, (ii) Equity Interests of any Subsidiary that is not a Real Estate Subsidiary owned by the Borrower or any other Subsidiary shall consist of a Lien on 100% of such Equity Interests, and (iii) Mezzanine Loan Documentation or Notes Receivable Documentation shall consist of a Collateral Assignment of Loan Documents, unless in the case of each of clauses (i), (ii) and (iii), the Administrative Agent has waived in writing such requirement for a Lien with respect to any individual properties of the types described in the immediately preceding clauses (i) through (iii)), pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, including UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the provisions of this Section 6.10(a) shall not apply to (x) any Equity Interests in New Market-▇▇▇▇▇▇▇▇ owned by the PAC REIT or any of its Subsidiaries, any Real Property of New Market-▇▇▇▇▇▇▇▇, and any personal property and assets of New Market-Anderson, in each case, so long as the ▇▇▇▇▇▇▇▇ Interim Loan Agreement is in effect; provided that upon termination of the ▇▇▇▇▇▇▇▇ Interim Loan Agreement, this Section 6.10(a) shall apply to the property referenced in this sentence to the extent it would otherwise apply, (y) any Equity Interests in any Subsidiary that has been formed for a potential transaction but which does not yet own or hold any interest in any Real Property or personal property; provided that upon such a Subsidiary owning or holding an interest in any Real Property or personal property, this Section 6.10(a) shall apply, and (z) any Equity Interests in any Subsidiary whose assets consist solely of Equity Interests in another Subsidiary. This Section shall also be subject to the last sentence of Section 6.09, as applicable.

Additional Security. Subject to subpart (b) below, if If any Credit Party acquires, owns or holds an (i) acquires after the Closing Date a fee owned interest in any Real PropertyProperty with a fair market value in excess of $250,000 for any Real Property and $1,000,000 in the aggregate for all fee owned Real Properties not covered by a Mortgage (in each case, with fair market value determined at the time of acquisition and agreed to by the Administrative Agent), or any personal property of a type included in the Collateral that is not at the time included in the Collateral, or (ii) acquires after the Borrower Closing Date a Leasehold interest in any Real Property (or amends, renews or otherwise modifies a Leasehold interest in any Real Property existing on the Closing Date as contemplated in Section 6.11) where the annual rental payments are in excess of $100,000 per year, for which a Mortgage on such Real Property is not prohibited and the mortgage of which does not require landlord consent, then, in each case, the Borrowers will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days30 days following request by the Administrative Agent (or such later date approved by the Administrative Agent), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, Mortgages or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the such Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, Certificate and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agent.

Additional Security. Subject to subpart Section 6.12(c), each Loan Party will cause, and will cause each of its Wholly Owned Subsidiaries (bother than Excluded Subsidiaries) below, if to cause all other assets and properties of such Loan Party and its Wholly Owned Subsidiaries (other than any Credit Party acquires, owns or holds an interest in any Real Property, or any personal property Excluded Subsidiaries) that are of a type included constituting or intended to constitute Collateral but are not covered by the original Collateral Documents and as may be reasonably requested by the Collateral Agent or the Required Lenders in their reasonable discretion to be subject at all times to first priority, or second priority to the extent relating to ABL Priority Collateral, perfected Liens (subject only to Permitted Liens) in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this clause (b), upon the acquisition of any property (other than Excluded Property) referred to in the Collateral that is not at preceding paragraph by any Loan Party after the time included Effective Date, if such property, in the judgment of the Collateral Agent, shall not already be subject to a perfected first priority, or second priority to the extent relating to ABL Priority Collateral, the Borrower will promptly notify the Administrative Agent Lien in writing of such event, identifying the property or interests in question and referring specifically to the rights favor of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant to the Administrative Collateral Agent for the benefit of the Secured Creditors Parties, then the Borrower shall, at the Borrower’s reasonable expense: (i) within 20 days after such acquisition, furnish to the Collateral Agent a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist description of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder property so acquired in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be detail reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Collateral Agent instruments of accession to the Collateral Documents and other security and similar agreements (including Intellectual Property Security Agreements), as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Finance Obligations of the applicable Loan Party under the Finance Documents and constituting Liens on all such properties that are Collateral; (iii) within 45 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements, the filing of Intellectual Property Security Agreements and the giving of notices and the endorsement of notices on title documents) may be reasonably necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to the Collateral Agent, upon the request of the Collateral Agent in its reasonable discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties in the jurisdiction where such Person is organized as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Collateral Agent may reasonably request; and (v) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Effective Date or Section 4.02 on the Closing Date (or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have reasonably requested).

Additional Security. Subject to subpart (b) belowbelow and to the provisions of the Security Agreement, if any Credit Party Party, following the Effective Date, acquires, owns or holds an interest in any Material Real Property, any dry dock or any personal property of a type included in the Collateral that is not at the time included in the Collateral, the Borrower Borrowers will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business DaysDays (or such longer period to which the Administrative Agent may agree in its sole discretion) following request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on all such owned Material Real Property (and, if requested by the Administrative Agent, shall use its best efforts to ▇▇▇▇▇ ▇ ▇▇▇▇ on any leased Material Real Property), such dry dock or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, Mortgages or other documents as the Administrative Agent deems Agents deem appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower Borrowers or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to consents of landlords (if the same can be physically delivered to obtained through commercially reasonable efforts), Landlord’s Agreements (if the Administrative Agent thereunder, same can be obtained through commercially reasonable efforts) and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document Documents or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent.

Additional Security. Subject (a) If any asset is acquired by any Loan Party after the Amendment No. 3 Closing Date or owned by an entity at the time it becomes a Loan Party (in each case other than (x) assets constituting Collateral under a Security Document that automatically become subject to subpart the Lien of such Security Document upon acquisition thereof and (y) assets constituting Excluded Property, such Loan Party will (i) notify the Collateral Agent of such acquisition or ownership and (ii) cause such asset to be subjected to a Lien (subject to any Permitted Liens) securing the Obligations by, and take, and cause the Guarantors to take, such actions as shall be reasonably requested by the Collateral Agent to cause the Collateral and Guarantee Requirement to be satisfied with respect to such asset, all at the expense of the Loan Parties, subject to the last three paragraphs of this Section 8.14. (b) below, if Each Loan Party will furnish to the Collateral Agent prompt written notice of any Credit Party acquires, owns or holds an interest change (A) in any Real PropertyLoan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure, (C) in any personal property of a type included Loan Party’s organizational identification number (to the extent relevant in the Collateral applicable jurisdiction of organization) and (D) in any Loan Party’s jurisdiction of organization; provided, that is the Borrowers shall not at the time included in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of effect or permit any such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party willchange unless all filings have been made, or will cause have been made within thirty (30) days following such Subsidiary tochange (or such longer period as the Collateral Agent may agree in its sole discretion), within 10 Business Daysunder the Uniform Commercial Code (or its equivalent in any applicable jurisdiction) that are required in order for the Collateral Agent to continue at all times following such change to have a valid, grant to legal and perfected security interest in all the Administrative Agent Collateral in which a security interest may be perfected by such filing, for the benefit of the Secured Creditors a Lien on such Real Property Credit Parties. Notwithstanding anything to the contrary in this Agreement or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of other Loan Documents, Buy-Sell Agreements, or the Collateral and Guarantee Requirement and the other documents as provisions of this Section 8.14 and the Administrative Agent deems appropriate other Loan Documents with respect to Collateral need not be satisfied with respect to any of the following (collectively, the “Additional Security DocumentsExcluded Property”): (i) any fee-owned real property; (ii) motor vehicles and other assets subject to certificates of title; (iii) letter of credit rights (other than to the extent that a security interest therein can be perfected by the filing of a financing statement under the Uniform Commercial Code); (iv) commercial tort claims (as defined in the Uniform Commercial Code) with a value of less than $20,000,000; (v) leases, licenses, permits and other agreements, any property subject to a purchase money security interest, any lien securing a Capital Lease Obligation or similar arrangements, in each case, to the extent, and so long as, the pledge thereof as Collateral would require a consent not obtained, violate or invalidate the terms thereof or create a right of termination or acceleration in favor of any other party thereto (other than a Borrower or a Guarantor), but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code, the Bankruptcy Code or other requirement of law; (vi) other assets to the extent the pledge thereof or the security interest therein is prohibited by applicable law, rule or regulation (only to the extent such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code, Bankruptcy Code or any other requirement of law) or a joinder in any existing Security Document. Furthermorewhich could require governmental (including regulatory) consent, the Borrower approval, license or such other Credit Party shall cause authorization to be delivered pledged (unless such consent, approval, license or authorization has been received); (vii) those assets as to which the Administrative Agent and BGI shall reasonably agree that the costs or other consequences (other than tax consequences, which shall be subject to clause (xii) below) of obtaining such opinions security interest or perfection thereof are excessive in relation to the value of the security to be afforded thereby; (viii) “intent-to-use” trademark applications prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the applicable grantor’s right, title or interest therein or in any trademark issued as a result of such application under applicable law; (ix) receivables and related assets sold pursuant to or pledged in connection with supply chain financing programs; (x) any governmental licenses, permits or state or local counselfranchises, organizational documentscharters and authorizations, good standing certificatesto the extent Liens and security interests therein are prohibited or restricted thereby, corporate resolutionsbut only to the extent, searches and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code; (includingxi) Excluded Securities; (xii) any assets to the extent a security interest in or pledge of such assets could reasonably be expected to result in material adverse tax consequences to BGI or any of its Subsidiaries as reasonably determined by BGI in consultation with the Administrative Agent; and (xiii) any tax benefits, without limitationescrow accounts, UCCfiduciary or trust accounts and funds and other property held in or maintained in such accounts in the ordinary course of business; provided, tax lienthat the Borrower may in its sole discretion elect to exclude any property from the definition of “Excluded Property.” In addition, litigationin no event shall (1) control agreements or control, judgment lockbox or similar agreements or arrangements be required with respect to deposit accounts, securities accounts or commodities accounts, (2) landlord, mortgagee and bankruptcy searches)bailee waivers or subordination agreements be required, loan documents, a Perfection Certificate, all Collateral items (3) notices be required to be physically delivered sent to account debtors or other contractual third parties unless an Event of Default has occurred and is continuing, (4) foreign-law governed security documents or perfection under foreign law be required, (5) estoppels or collateral access letters or similar arrangements be required or (6) actions other than (x) the filing of a financing statement under the Uniform Commercial Code and (y) the filing of a short form intellectual property security agreement with the United States Patent and Trademark Office or United States Copyright Office, as applicable, be required with respect to the Administrative perfection of the security interest in any Intellectual Property. Notwithstanding anything herein to the contrary, (A) the Collateral Agent thereundermay grant extensions of time or waiver or modification of requirement for the creation or perfection of security interests in or the obtaining of insurance with respect to particular assets (including extensions beyond the Amendment No. 3 Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, and other related documents as may in consultation with the Borrowers, that perfection or obtaining of such items cannot reasonably be reasonably requested accomplished without undue effort or expense or is otherwise impracticable by the Administrative Agent time or times at and/or in connection with the executionform or manner in which it would otherwise be required by this Agreement or the other Loan Documents and (B) Liens required to be granted from time to time pursuant to, delivery or any other requirements of, the Collateral and recording of any such Additional Guarantee Requirement and the Security Document or joinder, all of which documents Documents shall be subject to exceptions and limitations set forth in form and substance satisfactory to the Administrative AgentSecurity Documents.

Additional Security. Subject to subpart (b) below, if any Each Credit Party acquireswill cause, owns upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or holds an interest the Required Lenders in any their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, or any personal property title insured, Liens in favor of a type included in the Collateral that is not at Agent pursuant to the time included in the CollateralCollateral Documents or such other security agreements, the Borrower will promptly notify pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in writing its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such eventowned Real Property, identifying in the property or interests in question and referring specifically to the rights judgment of the Administrative Agent and Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property Parties (which in the case of any Real Estate Subsidiary shall consist of the maximum available subject only to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searchesPermitted Liens), loan documentsthen following the occurrence of an Event of Default which is continuing, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be reasonably if requested by the Administrative Agent or the Required Lenders in connection with their sole discretion, such Credit Party shall, at the executionCompany’s expense: (i) within thirty (30) days after such acquisition, delivery furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and recording deliver to the Collateral Agent deeds of any such Additional Security Document or joindertrust, all trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of which documents shall be accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide a reasonably detailed written update with each Borrowing Base Calculation delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which written update shall specify in reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.

Additional Security. Subject to subpart (b) below, if any Domestic Credit Party acquires, owns or holds an interest in any Real Property with a fair market value in excess of $5,000,000 for any Real Property, or any personal property of a type included in the Collateral that is not at the time included in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Domestic Credit Party will, or will cause such Subsidiary to, within 10 Business Days60 days following written request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document). Furthermore, the Borrower or such other Domestic Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Domestic Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Domestic Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Domestic Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real PropertyProperty with a purchase price (in the case of after acquired real property) or fair market value (with fair market value as reasonably determined by the Parent Borrower as of the later of the Closing Date or the date upon which such Real Property was acquired by such Credit Party and reasonably agreed to by the Administrative Agent) in excess of $10.0 million for any Real Property not covered by a Mortgage, or any personal property of a type included in the Collateral that is not at the time included in the Collateral and that is not then Excluded Collateral, the Parent Borrower will promptly (and in any event within 30 days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Collateral Agent and the Lenders Secured Creditors under this SectionSection 6.10, and and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 10 Business Days90 days or such longer period as the Administrative Agent may agree, following request by the Administrative Agent and/or the Collateral Agent, (i) grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, Mortgages or other documents as the Administrative Agent and/or Collateral Agent deems appropriate (collectively, the “Additional Security Documents”) or execute and deliver a joinder to each applicable existing Security Document and (ii) take whatever action the agent reasonable requests (including the recording of mortgages, the filing of UCC or PPSA financing statements or equivalents thereof in any existing Security Documentjurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered counterpart to the Administrative Agent thereunder, Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent.

Additional Security. Subject to subpart Each Loan Party will cause, and will cause each of its Wholly-Owned Subsidiaries (bother than (u) belowany Canadian Subsidiary with total assets less than $100,000, if so long as such Canadian Subsidiary is not liable in respect of any Credit Party acquires, owns or holds an interest in any Real Property, Indebtedness of the Parent Borrower or any personal property of its Restricted Subsidiaries, (v) a Domestic Subsidiary, (w) an Unrestricted Subsidiary, (x) a Foreign Subsidiary that is not a Canadian Subsidiary, (y) an Immaterial Subsidiary or (z) Sacopan) to cause all other assets and properties of the Parent Borrower and its Wholly-Owned Subsidiaries that are of a type included constituting or intended to constitute Collateral but are not covered by the original Collateral Documents and as may be reasonably requested by the Collateral Agent or the Required Revolving Lenders in their reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this clause (b), upon the acquisition of any property referred to in the Collateral that is not at the time included preceding paragraph by any Loan Party, if such property, in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights judgment of the Administrative Agent and the Lenders under this SectionAgent, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Creditors a Lien on Parties, then the Borrowers shall, at the Borrowers’ reasonable expense: (i) within 20 days after such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledgedacquisition, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered furnish to the Administrative Agent such opinions a description of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be property so acquired in detail reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agent.; 3616092.7 128 (ii) within 45 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of hypothec, deeds to secure debt, instruments of accession to the Collateral Documents and other security and similar agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Loan Party under the Finance Documents and constituting Liens on all such properties that are Collateral;

Additional Security. Subject to subpart (ba) belowThe Borrower will, if any Credit Party acquires, owns or holds an interest in any Real Property, or any personal property of a type included in the Collateral that is not at the time included in the Collateral, the Borrower and will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights cause each of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary Guarantors to, within 10 Business Days, grant to the Administrative Agent for Lender from time to time security interests, mortgages and other Liens in and upon such of its assets and properties as are not covered by the benefit of Security Documents executed and delivered on the Secured Creditors a Lien on such Real Property Closing Date or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunderSection 5.9, and other related documents as may be reasonably requested from time to time by the Administrative Agent in connection with the execution, delivery Lender. Such security interests and recording of any such Additional Security Document or joinder, all of which documents Liens shall be granted pursuant to documentation in form and substance reasonably satisfactory to the Administrative AgentLender and shall constitute valid and perfected security interests and Liens, subject to no Liens other than Permitted Liens. (b) If for any reason and at any time a Subsidiary previously qualifying as an Immaterial Subsidiary no longer qualifies as an Immaterial Subsidiary, such Subsidiary will execute and deliver to the Lender within ten (10) Business Days after the first date such Subsidiary no longer qualifies as an Immaterial Subsidiary (A) a joinder to the Guaranty, pursuant to which such Subsidiary shall become a guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, (B) a joinder to the Pledge and Security Agreement, pursuant to which such Subsidiary shall become a party thereto and shall grant to the Lender a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other property as collateral for its obligations under the Guaranty, subject only to Permitted Liens, and (C) any such other documents, certificates and opinions, in form and substance reasonably satisfactory to the Lender, as the Lender may reasonably request in connection therewith and will take such other action as the Lender may reasonably request to create in favor of the Lender a perfected security interest in the collateral being pledged pursuant to the documents described above.

Additional Security. Subject (i) With respect to subpart any Material Real Property Assets (bother than Leaseholds, easements and rights-of-way), (ii) belowany Existing Leasehold Mortgaged Property and (iii) any part of the Grand Mesa Pipeline or the Delaware Pipeline that is a Material Real Property Asset of the type described in the preceding clauses (i) and (ii) (1) owned, if or in the case of the Existing Leasehold Mortgaged Property, leased by any Credit Party acquireson the Closing Date, owns such Credit Party, as the case may be, with respect thereto shall, within 120 days of the date of the Closing Date or holds an interest such later date as may be agreed to by the Collateral Agent (and in any Real Propertyevent within 360 days of the Closing Date (or, or any personal property of a type included in the case of Real Property Assets constituting part of the Grand Mesa Pipeline or the Delaware Pipeline, 180 days after the Closing Date)) or (2) acquired by any Credit Party after the Closing Date, such Credit Party, as the case may be, shall, within 120 days of the acquisition thereof or such later date as may be agreed to by the Collateral that is not at Agent (and in any event within 180 days of the time included in the Collateralacquisition thereof), the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically deliver to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant to the Administrative Collateral Agent for the ratable benefit of the Secured Creditors Parties the following: (A) a Lien on fully executed counterpart of a Mortgage or Leasehold Mortgage in favor of the Collateral Agent covering such Material Real Property Asset, duly executed by such Credit Party, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such personal property Mortgage or Leasehold Mortgage (which in the case and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (B) if such Material Real Estate Subsidiary shall consist Property Asset has a Designated Value of $7,500,000 or more, a policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the maximum available to be pledgedCollateral Agent and its successors and/or assigns, but in an amount not less than a pledge the fair market value of 49% of such Material Real Property Asset and in the Equity Interests form necessary, paid for by the such Credit Party, issued by it) pursuant a nationally recognized title insurance company insuring fee simple title or leasehold title, as applicable, to each such Material Real Property Asset and insuring the terms Lien of such security agreementsMortgage or Leasehold Mortgage as a valid Lien (subject to Permitted Liens) on the applicable real property described therein, pledge agreementstogether with such endorsements, assignmentstitle policy modifications, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents coinsurance and reinsurance as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be reasonably requested by required; (C) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, such surveys (or any updates or affidavits that the Administrative Agent title insurance company may reasonably require in connection with the executionissuance of the title insurance policies), which are sufficient for the title insurance company to remove the standard survey exception and issue customary survey-related endorsements and title policy modifications; (D) local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Mortgage or Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Mortgage or Leasehold Mortgage and such other customary matters as are incidental thereto; (E) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, with respect to such Material Real Property Asset, evidence such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and Leasehold Mortgages and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing. (ii) With respect to any Material Real Property Asset consisting of Leaseholds, easements or rights of-way, including Material Real Property Assets that are Leaseholds, easements or rights-of-way constituting part of the Grand Mesa Pipeline or the Delaware Pipeline (in each case other than the Existing Leasehold Mortgaged Properties and any fee owned Material Real Property Asset), (a) held by any Credit Party on the Closing Date or (b) acquired by any Credit Party after the Closing Date, such Credit Party, as the case may be, shall use commercially reasonable efforts (which, for the avoidance of doubt shall not require cash payments or other consideration aside from the payment or reimbursement of reasonable fees and expenses in connection with the preparation and recording of the documentation related to such Other Specified Collateral Deliverables) to deliver, within 180 days of the Closing Date or the date of acquisition thereof or, with respect to any such Additional Security Document Material Real Property Asset (such Material Real Property Assets, “Other Specified Property”), or joinderwith respect to any such Other Specified Property other than Real Property Assets constituting a part of the Grand Mesa Pipeline or the Delaware Pipeline, or such later date as may be agreed to by the Collateral Agent (provided that the Collateral Agent may not extend such deadline to a date later than 360 days after the Closing Date or 180 days after the date of acquisition thereof, as applicable), to the Collateral Agent for the ratable benefit of the Secured Parties, the following: (A) a fully executed counterpart of a Leasehold Mortgage, duly executed by a Credit Party that is the lessee, owner or holder of such Material Real Property Asset, satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and necessary filings of such Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary consents, memoranda of lease and fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (B) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Collateral Agent and its successors and/or assigns, in an amount not less than the fair market value of such Material Real Property Asset and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring fee simple title or leasehold title to such Material Real Property Asset and insuring the Lien of such Leasehold Mortgage as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modification, coinsurance and reinsurance as shall be reasonably required; (C) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), such surveys (or any updates or affidavits that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove or modify the standard survey exception and issue customary survey-related endorsements or title policy modifications; (D) local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Leasehold Mortgage and such other customary matters as are incidental thereto; (E) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), with respect to such Material Real Property Asset, evidence such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Leasehold Mortgage and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing; provided that, notwithstanding the foregoing, the requirements of paragraphs (B), (C), (E) and (F) of this Section 8.10(d)(ii) will not be required with respect to (i) any such Other Specified Property, to the extent the cost of providing such items would exceed 1% of the Designated Value of such Other Specified Property or (ii) any such Other Specified Property that is comprised solely of easements or rights-of-way. Notwithstanding anything herein to the contrary, for purposes of the determination of Designated Value pursuant to the preceding proviso, the final paragraph of this Section 8.10(d)(ii) shall not apply. The requirements of this Section 8.10(d)(ii) with respect to the Other Specified Property shall be referred to as the “Other Specified Collateral Requirements”, and the items described in items (A) through (F) of the foregoing Section 8.10(d)(ii) shall be referred to as the “Other Specified Collateral Deliverables”. Solely for purposes of determining the Designated Value of any Real Property Assets with respect to which a Credit Party must use commercially reasonable efforts to provide the Other Specified Collateral Requirements, if any Real Property Asset constitutes, with one or more Real Property Assets, any pipeline, facility, terminal, injection well or disposal well of the Parent and its Restricted Subsidiaries, the Designated Value of such Real Property Asset shall be deemed to be the sum of the Designated Values of all such Real Property Assets forming such pipeline, facility, terminal, injection well or disposal well. (iii) Notwithstanding the other provisions of this Section 8.10(d), the Collateral Agent may, in its sole discretion, determine that the burdens, costs or consequences of obtaining a Mortgage or Leasehold Mortgage on any Material Real Property Asset, all or any part of which documents shall contains a Building (as defined in the applicable Flood Insurance Laws) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Law), are excessive in view of the benefits to be in form and substance obtained by the Secured Parties. In the event that the Collateral Agent makes such a determination, the Mortgage or Leasehold Mortgage relating to such Material Real Property Asset may contain customary exclusionary provisions with respect to such Building or Manufactured (Mobile) Home satisfactory to the Administrative AgentCollateral Agent in its sole discretion.

Additional Security. Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real PropertyProperty with a fair market value in excess of $2.5 million for any Real Property not covered by a Mortgage (in each case, with fair market value as reasonably determined by the Borrower as of the later of the Closing Date of the date upon which such Real Property was acquired by such Credit Party and reasonably agreed to by the Administrative Agent), or any personal property of a type included in the Collateral that is not at the time included in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this SectionSection 6.10, and and, upon the request of the Administrative Agent, the Credit Party will, or will cause such Subsidiary to, within 10 Business Days90 days or such longer period as the Administrative Agent may agree, following request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, Mortgages or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, Certificate and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent.

Additional Security. Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property, Property not (i) constituting Excluded Real Property or any personal property of a type included in the Excluded Collateral that is not and (ii) at the time included in the CollateralCollateral and subject to a Mortgage, the Parent Borrower will promptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Collateral Agent and the Lenders Secured Creditors under this SectionSection 6.10, and and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 10 Business Daysninety (90) days or such longer period as the Administrative Agent may agree, following request by the Administrative Agent and/or the Collateral Agent, (x) grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (collectively, the “Additional Security Documents”) or execute and deliver a joinder to each applicable existing Security Document and (y) take whatever action the agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any existing Security Documentjurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel, organizational documents, good standing certificates), corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered counterpart to the Administrative Agent thereunder, Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent.

Additional Security. Subject to subpart (b) below, if any Each Credit Party acquireswill cause, owns (i) each parcel of owned Real Property having a fair market value of $7,500,000 or holds more (except any such parcel as to which the costs of providing a mortgage or deed of trust are excessive in relation to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an interest Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in any their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the "Additional Collateral Documents"). In furtherance of the foregoing terms of this clause (c), upon the acquisition of any personal property of a type included referred to in the Collateral that is not at the time included preceding paragraph by any Credit Party, if such property, in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights judgment of the Administrative Agent and the Lenders under this SectionAgent, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Creditors a Lien on Parties, then such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered shall, at the Company's expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent such opinions a description of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered the property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent thereunderdeeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other related documents security and pledge agreements, as may be reasonably requested specified by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Credit Agreement and constituting Liens on all such properties; (iii) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; (v) as promptly as practicable after any acquisition of any such Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Closing Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents.

Additional Security. Subject (i) With respect to subpart (bi) belowany fee owned Material Real Property Assets and (ii) any part of the Grand Mesa Pipeline or the Delaware Pipeline that is a Material Real Property Asset of the type described in the preceding clause (i) in each case, if (1) owned by any Credit Party acquireson the Fifth Amendment Effective Date, owns such Credit Party, as the case may be, with respect thereto shall, within 270 days of the date of the Fifth Amendment Effective Date or holds an interest such later date as may be agreed to by the Collateral Agent (and in any Real Propertyevent within 365 days of the Fifth Amendment Effective Date) or (2) acquired by any Credit Party after the Fifth Amendment Effective Date, such Credit Party, as the case may be, shall, within 270 days of the acquisition thereof or any personal property of a type included in such later date as may be agreed to by the Collateral that is not at Agent (and in any event within 365 days of the time included in the Collateralacquisition thereof), the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically deliver to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant to the Administrative Collateral Agent for the ratable benefit of the Secured Creditors Parties the following: (A) a fully executed counterpart of a Mortgage or Leasehold Mortgage in favor of the Collateral Agent covering such Material Real Property Asset, duly executed by such Credit Party, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage or Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (B) if such Material Real Property Asset has a Designated Value of $20,000,000 or more, a policy or policies or marked-up unconditional binder of title insurance (or binding commitments thereof), as applicable, in favor of the Collateral Agent and its successors and/or assigns, in an amount not less than the Designated Value of such Material Real Property Asset and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring fee simple title to each such Material Real Property Asset and insuring the Lien of such Mortgage or Leasehold Mortgage as a valid Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modifications, coinsurance and reinsurance as shall be reasonably required; (C) if such Material Real Property Asset has a Designated Value of $20,000,000 or more, such surveys (or any updates, affidavits or such other information or documents that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove the standard survey exception and issue customary survey-related endorsements or title policy modifications; (D) if such Material Real Property Asset has a Designated Value of $20,000,000 or more, local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Mortgage or Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Mortgage or Leasehold Mortgage and such other customary matters as are incidental thereto; (E) if such Material Real Property Asset has a Designated Value of $20,000,000 or more, with respect to such Material Real Property Asset, evidence from within the past five (5) years that such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required to comply with the required deliverables set forth in paragraphs (B) through (E) above, and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and Leasehold Mortgages and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing; provided that, notwithstanding the foregoing, the requirements of paragraphs (B), (C), (E) and (F) of this paragraph will not be required with respect to any such Material Real Property Asset, to the extent the cost of providing such items would exceed 1.00% of the then Designated Value of such Material Real Property Asset. (ii) With respect to any Material Real Property Asset consisting of Leaseholds, easements or rights of-way, including Material Real Property Assets that are Leaseholds, easements or rights-of-way constituting part of the Grand Mesa Pipeline or the Delaware Pipeline (in each case other than any fee owned Material Real Property Asset) (such Material Real Property Assets, “Other Specified Property”), (a) held by any Credit Party on the Fifth Amendment Effective Date or (b) acquired by any Credit Party after the Fifth Amendment Effective Date, such Credit Party, as the case may be, shall use commercially reasonable efforts (which, for the avoidance of doubt shall not require cash payments or other consideration aside from the payment or reimbursement of reasonable fees and expenses in connection with the preparation and recording of the documentation related to such Other Specified Collateral Deliverables) to deliver, within 270 days of the Fifth Amendment Effective Date or 120 days from the date of acquisition thereof or such later date as may be agreed to by the Collateral Agent (provided that such deadline may not be extended to a date later than 365 days after the Fifth Amendment Effective Date or the acquisition date, as applicable), to the Collateral Agent for the ratable benefit of the Secured Parties, the following: (A) a fully executed counterpart of a Leasehold Mortgage, duly executed by a Credit Party that is the lessee, owner or holder of such Other Specified Property, satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and necessary filings of such Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary consents, memoranda of lease and fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (B) if such Other Specified Property has a Designated Value of $20,000,000 or more and is not an easement or right-of-way policy or policies or marked-up unconditional binder of title insurance (or binding commitments thereof), as applicable, in favor of the Collateral Agent and its successors and/or assigns, in an amount not less than the Designated Value of such Other Specified Property and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring leasehold title to such Material Real Property Asset and insuring the Lien of such Leasehold Mortgage as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modification, coinsurance and reinsurance as shall be reasonably required; (C) if such Other Specified Property has a Designated Value of $20,000,000 or more and is not an easement or right-of-way such surveys (or any updates, affidavits or such other information or documents that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove or modify the standard survey exception and issue customary survey-related endorsements or title policy modifications; (D) if such Other Specified Property has a Designated Value of $20,000,000 or more and is not an easement or right-of-way, local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Other Specified Property is located covering the enforceability of such Leasehold Mortgage and such other customary matters as are incidental thereto; (E) if such Other Specified Property has a Designated Value of $20,000,000 or more and is not an easement or right-of-way, with respect to such Other Specified Property, evidence from within the past five (5) years that such Other Specified Property, and the uses of such Other Specified Property, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Other Specified Property, the permitted uses of each such Other Specified Property under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required to comply with the required deliverables set forth in paragraphs (B) through (E) above and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Leasehold Mortgage and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing; provided that, notwithstanding the foregoing, the requirements of paragraphs (B), (C), (E) and (F) of this Section 8.10(d)(ii) will not be required with respect to (i) any such Other Specified Property, to the extent the cost of providing such items would exceed 1% of the Designated Value of such Other Specified Property or (ii) any such Other Specified Property that is comprised solely of easements or rights-of-way. Notwithstanding anything herein to the contrary, for purposes of the determination of Designated Value pursuant to the preceding proviso, the final paragraph of this Section 8.10(d)(ii) shall not apply. The requirements of this Section 8.10(d)(ii) with respect to the Other Specified Property shall be referred to as the “Other Specified Collateral Requirements”, and the items described in items (A) through (F) of the foregoing Section 8.10(d)(ii) shall be referred to as the “Other Specified Collateral Deliverables”. Solely for purposes of determining the Designated Value of any Real Property Assets with respect to which a Credit Party must use commercially reasonable efforts to provide the Other Specified Collateral Requirements, if any Real Property Asset constitutes, with one or more Real Property Assets, any pipeline, facility, terminal, injection well or disposal well of the Parent and its Restricted Subsidiaries, the Designated Value of such Real Property Asset shall be deemed to be the sum of the Designated Values of all such Real Property Assets forming such pipeline, facility, terminal, injection well or disposal well. (iii) Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property after the Closing Date until the date that is the later of (1) (a) if such personal Mortgaged Property relates to a property not located in a “special flood hazard area”, ten (10) Business Days or (b) if such Mortgaged Property relates to a property located in a “special flood hazard area”, thirty (30) days, after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Credit Parties of that fact and (if applicable) notification to the applicable Credit Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Credit Parties of such notice; and (iii) if required by Flood Insurance Laws, evidence of required flood insurance and (2) the timing specified in Section 8.10(d)(i) and (ii) above. (iv) Notwithstanding the other provisions of this Section 8.10(d), the Collateral Agent and the Secured Parties may, in its sole discretion, determine that the burdens, costs or consequences of obtaining a Mortgage or Leasehold Mortgage on any Material Real Property Asset, all or any part of which contains a Building (as defined in the applicable Flood Insurance Laws) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Law), are excessive in view of the benefits to be obtained by the Secured Parties. In the event that the Collateral Agent and the Secured Parties makes such a determination, the Mortgage or Leasehold Mortgage relating to such Material Real Property Asset will contain customary exclusionary provisions with respect to such Building or Manufactured (Mobile) Home satisfactory to the Collateral Agent in its sole discretion. The exclusionary provisions included in each Mortgage or Leasehold Mortgage in effect as of the Fifth Amendment Effective Date will be included in the case of (a) any Real Estate Subsidiary shall consist amendment, restatement, supplement or modification to a Mortgage or Leasehold Mortgage existing as of the maximum available to Fifth Amendment Effective Date and (b) any new Mortgage or Leasehold Mortgage entered into after the Fifth Amendment Effective Date. (v) Notwithstanding the foregoing, no M▇▇▇ Event may be pledgedclosed until the date that is (a) if there are no Mortgaged Properties in a “special flood hazard area”, but not less than ten (10) Business Days or (b) if there are any Mortgaged Properties in a pledge of 49% of “special flood hazard area”, thirty (30) days (in each case, the Equity Interests issued by it) pursuant to the terms of such security agreements“Notice Period”), pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as after the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be has delivered to the Administrative Agent Lenders the following documents in respect of such opinions real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Credit Parties of local counselthat fact and (if applicable) notification to the applicable Credit Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Credit Parties of such notice; and (iii) if required by Flood Insurance Laws, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items evidence of required flood insurance; provided that any such M▇▇▇ Event may be closed prior to be physically delivered to the Notice Period if the Administrative Agent thereunder, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of shall have received confirmation from each applicable Lender that such Lender has completed any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory necessary flood insurance due diligence to the Administrative Agentits reasonable satisfaction.

Additional Security. (i) Subject to subpart clause (b) below, if any Credit Party acquires, owns or holds an interest in any Real Property, or any personal property of a type included in the or fee-owned Real Property not (x) constituting Excluded Real Property or Excluded Collateral that is not and (y) at the time included in the Collateral, the Parent Borrower will promptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree in its reasonable discretion)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Collateral Agent and the Lenders Secured Creditors under this SectionSection 6.10, and and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 10 Business Daysninety (90) days (or such longer period as the Administrative Agent may agree in its reasonable discretion), following request by the Administrative Agent and/or the Collateral Agent, (I) grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Additional Security Documents”) or and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the Administrative Agent or the Collateral Agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any existing Security Documentjurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel, organizational documents, good standing certificates), corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered counterpart to the Administrative Agent thereunder, Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent. (ii) Subject to sub-clause (b) below, after the ThirdFifth Amendment Effective Date, upon (i) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (in each case, other than an Excluded Subsidiary) of the Parent Borrower, (ii) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or (iii) the designation of any existing direct or indirect wholly-owned Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary: (x) within sixty (60) days after such formation, acquisition, cessation or designation (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion), (I) cause each such Subsidiary other than any Excluded Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) (x) joinders to the applicable Security Documents and/or (y) Additional Security Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Documents in effect on the Closing Date), in each case granting first-priority Liens (subject to Permitted Liens) required by this Section 6.10 and (II) take and cause such Restricted Subsidiary that is required to become a Subsidiary Guarantor to take whatever action (including the recording of Mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Loan Documents, and to otherwise comply with the requirements in this Section 6.10 or the Security Documents.

Additional Security. Subject to subpart (b) below, (i) in the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower or by any Domestic Subsidiary thereof, the Borrower shall, or shall cause such Domestic Subsidiary to, deliver, 65% of the Equity Interests designated as voting and 100% of the Equity Interests designated as non-voting in such first-tier Foreign Subsidiary, in each case, held by the Borrower or any Guarantor, to be subject at all times to a first priority, perfected Lien (except for Permitted Liens) in favor of the Administrative Agent, pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request, within 60 days following request by the Administrative Agent; or (ii) if any Domestic Credit Party acquires, owns or holds any Domestic Subsidiary or an interest in any Real Propertysecurities, instruments or any other personal property of a type included which is not already subject to the Lien granted in the Collateral that Security Agreement and which is not at required to become subject to the time included Security Documents in accordance with the Collateralterms thereof, the Borrower will promptly notify the Administrative Agent in writing of such eventevent as required under the Security Documents, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this SectionSection and the relevant Security Document, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days30 days following request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunderconsents of landlords, Landlord’s Agreements and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agent.

Additional Security. Subject (i) The Company shall procure that (a) on acquiring (and in any event within 45 days of such acquisition) any asset of material value, or material to subpart the operation of the business of any Obligor or to the value of any other asset over which the Banks have security, the Obligor acquiring such asset shall (if such asset is not, in the reasonable opinion of the Security Agent, subject to any existing Security Document giving equivalent security to that provided by the Security Documents over similar assets held by any Obligor at Closing and (subject to sub-paragraph (iii) below) it is legal, practical and (in the opinion of the Facility Agent, acting reasonably and having regard to the value of the asset or its materiality to the operation of the business of such Obligor) cost effective to do so) execute and deliver to the Security Agent such further or additional Security Documents in relation to such assets as the Majority Banks may require in substantially the same terms as the Security Documents charging similar assets entered into at Closing, and (b) belowif there has, if in the reasonable opinion of the Majority Banks, been a material and adverse change in the business, assets or financial condition of any Credit Party acquiresObligor, owns such Obligor shall execute and deliver to the Security Agent such further or holds additional Security Documents in such form and in relation to such of its assets as the Majority Banks shall require, subject in each case to any provisions of law prohibiting such person from entering into such Security Documents provided that notwithstanding the foregoing (y) only the Company shall be liable for its obligations under this Agreement and nothing herein shall oblige an Obligor to guarantee or act as a guarantor for any obligation of the Company under this Agreement and (z) nothing herein shall oblige the Company to pledge (as determined by applicable law) more than 66.6% of its interest in the voting share capital in any Real Property, of its Immediate Subsidiaries. (ii) The Company shall procure that any entity which becomes a Material Group Member after Closing shall (within 45 days of becoming a Material Group Member) execute and deliver to the Security Agent such further or additional Security Documents in such form and in relation to such of its assets as the Majority Banks shall require subject to any personal property provision of a type included in the Collateral that law prohibiting such person from entering into such Security Documents. (iii) Where any such prohibition as is not at the time included in the Collateralreferred to above exists, the Borrower will promptly notify Obligors shall use their reasonable endeavours lawfully to overcome the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Sectionprohibition, and the Credit Party will, or will cause such Subsidiary Security Agent may (but shall not be obliged to, within 10 Business Days, grant ) agree with the relevant Obligor limitations on the extent of the security granted by it to the Administrative extent that in its opinion, based on the advice of independent legal counsel acceptable to the Security Agent in the relevant jurisdiction, it is necessary to do so in order to overcome the prohibition. (iv) The Obligors shall at their own expense execute and do all such assurances, acts and things as the Security Agent or the Majority Banks may reasonably require for perfecting or protecting the benefit security intended to be afforded by the Security Documents or for facilitating the realisation of all or any part of the Secured Creditors a Lien on such Real Property or such personal property (assets which are subject to the Security Documents and the exercise of all powers, authorities and discretion's vested in the case Security Agent or in any receiver of all or any Real Estate Subsidiary part of those assets and in particular shall consist execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient. (v) The Company shall procure that in relation to each further or additional Security Document the relevant Borrower or Guarantor shall do all things necessary duly to perfect in the jurisdiction of its incorporation and in the jurisdiction wherein the assets which are the subject of the maximum available further or additional Security Documents are located, the security to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant afforded to the terms Finance Parties under such further or additional Security Documents and shall deliver to the Security Agent such directors and shareholders resolutions, legal opinions, notices, certificates or documents of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, title or other documents items as the Administrative Facility Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agentrequire.

Additional Security. Subject (a) ▇▇▇▇▇▇▇ agrees to subpart cause each Domestic Subsidiary (other than Guardwell) to become a party to the Domestic Subsidiary Guaranty and the Domestic Security Agreement in accordance with the terms thereof; (b) below, if any Credit Party acquires, owns ▇▇▇▇▇▇▇ agrees to pledge (or holds an interest in any Real Property, or any personal property to cause its Domestic Subsidiaries to pledge) all of a type included in the Collateral Capital Securities of each new Domestic Subsidiary that is not at the time included in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of an Immaterial Subsidiary and 65% (or such event, identifying the property or interests in question and referring specifically to the rights other percentage so that there could be no adverse tax consequence) of the Administrative Agent and Capital Securities of each first tier Foreign Subsidiary that is not an Immaterial Subsidiary established, acquired, created or otherwise in existence after the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant Closing Date to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) Parties pursuant to the terms of the Pledge Agreement promptly, and in any event, within ten (10) days of the creation of such new Subsidiary; (c) ▇▇▇▇▇▇▇ will, and will cause each of its Domestic Subsidiaries to, take all necessary action, including (i) the filing 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 to grant the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such Collateral pursuant to and to the full extent required by the Security Documents and this Credit Agreement; (d) The security interests required to be granted pursuant to this SECTION 7.19 shall be granted pursuant to such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as documentation (which shall be substantially similar to the Administrative Agent deems appropriate Security Documents already executed and delivered by ▇▇▇▇▇▇▇) (collectively, the “"Additional Security Documents”") reasonably satisfactory in form and substance to Agent and the Majority Lenders and shall constitute valid and enforceable first priority perfected security interests subject to no other Liens except Permitted Liens. The Additional Security Documents and other instruments related thereto shall be duly recorded or a joinder filed in any existing such manner and in such places and at such times as are required by law to establish, perfect, preserve and protect the Liens, in favor of Collateral Agent for the benefit of the Lenders, required to be granted pursuant to the Additional Security DocumentDocument and, all taxes, duties, levies, imposes, deductions, assessments, charges, withholdings, fees and other charges payable in connection therewith shall be paid in full by ▇▇▇▇▇▇▇. FurthermoreAt the time of the execution and delivery of the Additional Security Documents, the Borrower or such other Credit Party ▇▇▇▇▇▇▇ shall cause to be delivered to the Administrative Agent such agreements, opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, counsel and other related documents as may be reasonably requested by Agent or the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory Majority Lenders to the Administrative Agentassure themselves that this SECTION 7.19 has been complied with.

Additional Security. (i) Subject to subpart clause (b) below, if any Credit Party acquires, owns or holds an interest in any Real Property, or any personal property of a type included in the or fee-owned Real Property not (x) constituting Excluded Real Property or Excluded Collateral that is not and (y) at the time included in the Collateral, the Parent Borrower will promptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree in its reasonable discretion)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Collateral Agent and the Lenders Secured Creditors under this SectionSection 6.10, and and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 10 Business Daysninety (90) days (or such longer period as the Administrative Agent may agree in its reasonable discretion), following request by the Administrative Agent and/or the Collateral Agent, (I) grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Additional Security Documents”) or and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the Administrative Agent or the Collateral Agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any existing Security Documentjurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel, organizational documents, good standing certificates), corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered counterpart to the Administrative Agent thereunder, Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent.

Additional Security. Subject to subpart (b) below, if any Each Credit Party acquireswill cause, owns (i) each parcel of owned Real Property acquired after the Closing Date having a fair market value of $15,000,000 or holds more (except any such parcel as to which the costs of providing a Mortgage are excessive in relation to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an interest Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in any their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this subparagraph (c), upon the acquisition of any personal property of a type included owned Real Property referred to in the Collateral that is not at the time included preceding paragraph by any Credit Party, if such owned Real Property, in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights judgment of the Administrative Agent and the Lenders under this SectionAgent, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Creditors a Lien on Parties, then such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent such opinions a description of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent thereunderdeeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other related documents security and pledge agreements, as may be reasonably requested specified by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Credit Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days; (iii) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Closing Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents.

Additional Security. Subject (a) If the Funded Debt to subpart EBITDA Ratio shall at any time exceed 2.50 to 1.00 for two consecutive fiscal quarters of F.Y.I., F.Y.I. shall, and shall cause each of its Subsidiaries other than Nonmaterial Subsidiaries (bsubject to Section 5.4(b)) belowto, if any Credit Party acquireswithin ten Business Days thereafter, owns grant or holds an interest in any Real Property, or any personal property of a type included in the Collateral that is not at the time included in the Collateral, the Borrower will promptly notify cause to be granted to the Administrative Agent in writing of such eventAgent, identifying for the property or interests in question and referring specifically to the rights benefit of the Administrative Agent and the Lenders under this SectionLenders, a perfected, first priority Lien in all Property of F.Y.I. and such Subsidiaries (other than immaterial Properties in which Administrative Agent has agreed it will not require a Lien) in which a Lien was not previously granted in accordance with Section 5.1 or 5.3 , which Liens shall be granted pursuant to such Security Documents in form and substance satisfactory to the Administrative Agent as the Administrative Agent may request from time to time. Without limiting the generality of the foregoing, if the Funded Debt to EBITDA Ratio shall at any time exceed 2.50 to 1.00 for two consecutive fiscal quarters of F.Y.I., F.Y.I. shall, and the Credit Party will, or will shall cause such Subsidiary each of its Subsidiaries other than Nonmaterial Subsidiaries (subject to Section 5.4(b)) to, within 10 ten Business DaysDays thereafter and contemporaneously with the acquisition of any fee real Property or the execution of any lease of real Property concurrently therewith or thereafter execute, grant acknowledge and deliver to the Administrative Agent a Mortgage or an amendment or modification to an existing Mortgage covering (i) all fee real Property then owned or then being or thereafter acquired, respectively, F.Y.I. or any of such Subsidiaries and (ii) all of F.Y.I.'s or any of such Subsidiaries' rights and interests as lessee, in, to and under each real estate lease then in existence or then being or thereafter entered into, respectively, together with evidence reasonably satisfactory to the Administrative Agent and its counsel, including, without limitation, if requested by the Administrative Agent, a commitment for a mortgagee policy of title insurance in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, that the Mortgage creates a valid, first priority Lien on the fee estate or leasehold estate, as the case may be, in favor of the Administrative Agent for the benefit of the Secured Creditors Administrative Agent and the Lenders (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Administrative Agent), together with appraisals and surveys if requested by the Administrative Agent; provided, however, that (A) with respect to any fee real Property having a Lien on fair market value of less than $200,000, F.Y.I. and such Real Subsidiaries shall not be required to execute, acknowledge or deliver such Mortgage or amendment or modification to an existing Mortgage unless or until fee real Property or Properties having an aggregate fair market value of $200,000 or more would be covered by any such personal property Mortgage or amendment or modification to an existing Mortgage and, until such time, shall not be required to deliver such mortgagee policy of title insurance or such appraisals (which in unless required by laws or regulations applicable to any Lender) or surveys with respect to such Properties or waivers of landlord liens or landlord agreements referred to herein and (B) with respect to any lease of real Property, F.Y.I. and such Subsidiaries shall not be required to execute, acknowledge or deliver such Mortgage or amendment or modification to an existing Mortgage if the case tangible Property of any Real Estate Subsidiary shall consist of the maximum available F.Y.I. and/or its Subsidiaries located and to be pledgedlocated thereon does not exceed $500,000 in aggregate fair market value. Following the date of each such acquisition of Property, but not less than a pledge of 49% of the Equity Interests issued if requested by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate or the Required Lenders, F.Y.I. shall, and shall cause each of its Subsidiaries with an interest in such Properties to, (collectively, the “Additional Security Documents”A) deliver or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documentsAgent, a Perfection Certificate, all Collateral items required to be physically delivered mortgagee policy of title insurance insuring the Liens of the Mortgage covering such fee real Property in an amount reasonably satisfactory to the Administrative Agent thereunderon standard form policies (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Administrative Agent) and other related documents as may be reasonably requested by (B) provide the Administrative Agent in connection with the execution, delivery and recording a current environmental assessment of any such Additional Security Document or joinder, all of which documents shall be Property in form and substance reasonably satisfactory to the Administrative Agent. In addition, with respect to each such leasehold estate, F.Y.I. shall, and shall cause each of its Subsidiaries to, use its best reasonable efforts to obtain either (1) waivers of landlord's Liens from each lessor or (2) landlord agreements from each lessor, in form and substance reasonably satisfactory to the Administrative Agent. (b) Notwithstanding anything to the contrary contained in Section 5.4(a), in the event that additional security is required to be granted in accordance with Section 5.4(a), one or more Nonmaterial Subsidiaries (as the Administrative Agent may request) shall be required to grant Liens in accordance with Section 5.4(a) as if such Nonmaterial Subsidiaries were Material Subsidiaries if and to the extent necessary to ensure that (i) the aggregate total assets of all Nonmaterial Subsidiaries that have not granted such Liens does not exceed five percent of the total assets of F.Y.I. and its Subsidiaries on a consolidated basis, (ii) the aggregate net worth of all Nonmaterial Subsidiaries that have not granted such Liens does not exceed five percent of the total net worth of F.Y.I. and its Subsidiaries on a consolidated basis, and (iii) the aggregate revenues of all Nonmaterial Subsidiaries that have not granted such Liens does not exceed five percent of the revenues of F.Y.I. and its Subsidiaries on a consolidated basis.

Additional Security. Subject to subpart The Borrowers shall: (a) promptly following the Lender’s request, at any time during the Waiver Period, procure that: (i) an Additional Owner executes or, as the case may be, registers in favour of the Lender as additional security for the obligations of the Borrowers under this Agreement and the other Finance Documents a second priority or as the case may preferred mortgage (and, if applicable, a collateral deed of covenants) over the Additional Ship owned by it together with a second priority assignment of the earnings and insurances of the applicable Additional Ship; or (ii) if for any reason the registration of the second priority security specified in (a) above is not possible, an Approved Owner executes or, as the case may be, registers in favour of the Lender as additional security for the obligations of the Borrowers under this Agreement and the other Finance Documents a second priority or, as the case may be, preferred mortgage (and, if applicable, a collateral deed of covenants) over the Approved Ship owned by it together with a second priority assignment of the earnings and insurances of the applicable Additional Ship; and (b) below, if any Credit Party acquires, owns or holds an interest in any Real Property, or any personal property of a type included in the Collateral that is not at Borrowers elect to exercise the time included in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically Option: (i) they shall deliver to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, Lender: (A) on or will cause such Subsidiary to, within 10 Business Days, grant prior to the Administrative Agent for date on which they exercise the benefit of Option the Secured Creditors a Lien on such Real Property or such personal property (which in the case originals of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, mandates or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery opening or operation of the Deposit Account and recording a duly executed original of any such Additional Security Document or joinder, all of which documents shall be in form and substance satisfactory the Account Pledge relative to the Administrative AgentDeposit Account together with documents equivalent to those referred to in paragraphs 3, 4 and of Schedule 2, Part A in connection with the execution of that Account Pledge by the Borrowers; and (B) on or prior to the Delivery Date for the Collateral Ship documents equivalent to those referred to in paragraphs 2, 3, 4, 5 and 6 and of Schedule 2, Part B in connection with the delivery of the Collateral Ship to Iguana; and (ii) procure that Iguana or, as the case may be, the Approved Manager executes or, as the case may be, registers in favour of the Lender on the Delivery Date of the Collateral Ship as security for the obligations of the Borrowers under this Agreement and the other Finance Documents, the Collateral Mortgage and a General Assignment, an Approved Manager’s Undertaking and (if applicable) a Charter Assignment, each in respect of that Ship.