Common use of Additional Security Clause in Contracts

Additional Security. Each Credit Party will cause, (i) each parcel of its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 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 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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. Each 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 causepromptly notify the Administrative Agent in writing of such event, (i) each parcel of its owned Real Property acquired after identifying the Restatement Effective Date having a fair market value of $25,000,000 property or more (except any such parcel as to which the costs of providing a Mortgage are excessive interests in relation question and referring specifically to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion rights of the Administrative Agent) Agent and all of its personal property the Lenders under this Section, and (ii) 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 Collateral Agent will, or the Required Lenders in their sole reasonable discretion will cause such Subsidiary to, within 10 Business Days, grant 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors 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, then 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, at the Company’s expense: (i) within 30 days after such acquisition, furnish 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 description of the owned Real Property so acquired in detail satisfactory Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent; (ii) within 45 days after such acquisitionAgent thereunder, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other security related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and pledge agreementsrecording of any such Additional Security Document or joinder, as specified by and 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. Each Credit Party will cause, (i) each parcel of its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 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 Administrative Agent or the Required Lenders in their sole reasonable discretion 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 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 Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this subparagraph paragraph (cd), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties (subject only to Permitted Liens), then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense: (i) within 30 thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds 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 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 Credit 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 45 sixty (60) days up to a maximum of 90 ninety (90) days; (iii) within 60 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 the 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 60 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 45 sixty (60) days up to a maximum of 90 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 Restatement Effective Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to The Restatement Effective the Execution 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 (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. Each Subject to subpart (b) below, if any Credit Party will causeacquires, (i) each parcel of its owned owns or holds an interest in any Real Property acquired after the Restatement Effective Date having with a fair market value in excess of $25,000,000 or more (except 5,000,000 for any Real Property, the Borrower will promptly notify the Administrative Agent in writing of such parcel as to which event, identifying the costs of providing a Mortgage are excessive property in relation question and referring specifically to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion rights of the Administrative Agent) Agent and all of its personal property the Lenders under this Section, and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered will, or will cause such Subsidiary to, within 60 days following written request by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject grant to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”). Furthermore, the Borrower or such other Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a description Perfection Certificate, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of the owned Real Property so acquired any such Additional Security Document or joinder, all of which documents shall be in detail 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 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) within 45 days after if such acquisitionreal property is located in a “special flood hazard area”, cause (A) a notification to the Borrower (or applicable Credit Party to duly execute Party) of that fact and deliver (if applicable) notification to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents Borrower (or applicable Credit Party) that flood insurance coverage is not available 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 (B) evidence of the receipt by the Borrower (or applicable Credit Party under the Credit Agreement and constituting Liens on all Party) of such owned Real Propertiesnotice; 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 if such notice is required to be provided to the Borrower (or applicable Credit Party) and as to flood insurance is available in the community in which such other matters as real property is located, evidence of required flood insurance and (2) the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, extend such time period shall have received written confirmation 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 each of the Administrative Agent in its sole discretion, to Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Collateral Agent with respect to Lenders (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 written confirmation not to be delivered to the Collateral Agent as Collateral hereunder unreasonably conditioned, withheld 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 Documentsdelayed).

Additional Security. Each Credit Party will cause, (i) each parcel of its Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property acquired after not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the Restatement Effective Date having time included in the Collateral and subject to a fair market value Mortgage, the Parent Borrower will promptly (and in any event within forty-five (45) days of $25,000,000 the acquisition thereof (or more (except any such parcel longer period as to which the costs Administrative Agent may agree)) notify the Administrative Agent in writing of providing a Mortgage are excessive such event, identifying the property or interests in relation question and referring specifically 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 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 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 rights of the Collateral Agent pursuant and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within ninety (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 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then such Credit Party shallassignments, at the Company’s expense: (i) within 30 days after such acquisition, furnish to Mortgages or other documents as the Administrative Agent a description of and/or Collateral Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii“Additional Security Documents”) within 45 days after such acquisition, cause the applicable Credit Party to duly and/or execute and deliver a joinder to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents each applicable existing Security Document 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 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; (iiiII) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action the agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as 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 valid, perfected and subsisting enforceable Liens on such owned Real Propertyproperty and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against all third parties; (iv) within 60 days after . All such acquisition, deliver security interests and Mortgages shall be granted pursuant to the Administrative Agent, upon the request of the Administrative Agent documentation reasonably satisfactory in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, form 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, substance to the Collateral Agent with respect to such owned Real Property title reportsand the Parent Borrower and shall constitute valid, 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 enforceable (except to the extent that any 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 or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect cause to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver Agent and the Collateral Agent such proof of organizational authority, incumbency of officers, opinions of counsel (including local counsel), corporate resolutions, a counterpart to the Intercompany Note and other related documents as is consistent with those delivered may be reasonably requested by each Credit Party pursuant to Section 7.1 on the Restatement Effective Date or as the Administrative Agent, the Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or the Required Lenders joinder, all of which documents 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 in form and substance reasonably satisfactory to the Administrative Agent and/or 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 DocumentsAgent.

Additional Security. Each Credit Party will cause, (i) each parcel of its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 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 Administrative Agent or the Required Lenders in their sole reasonable discretion 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 relevant Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this subparagraph (cd), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative relevant Collateral Agent for the benefit of the Secured PartiesParties (subject only to Permitted Liens), then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 60 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the relevant Collateral Agent deeds 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 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 Credit 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 45 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 the 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 45 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 Restatement Effective Date or as the Administrative Agent, the relevant Collateral Agent or the Required Lenders shall have requested. If, subsequent to The Restatement 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. Each Credit Loan Party will cause, (i) and will cause each parcel of its owned Real Property acquired after the Restatement Effective Date having Wholly-Owned Subsidiaries (other than (v) a fair market value of $25,000,000 Domestic Subsidiary, (w) an Unrestricted Subsidiary, (x) a Foreign Subsidiary that is not a Canadian Subsidiary, (y) an Immaterial Subsidiary or more (except any such parcel as z) Sacopan) 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 Event of Default, cause all other assets and properties of such Credit Party as Holdings and its Wholly-Owned Subsidiaries that are of a type 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 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 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 subparagraph clause (cb), upon the acquisition of any owned Real Property property referred to in the preceding paragraph by any Credit Loan Party, if such owned Real Propertyproperty, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Party the Borrowers shall, at the Company’s Borrowers’ reasonable expense: (i) within 30 20 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property property so acquired in detail reasonably satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Credit Loan Party to duly execute and deliver to the Collateral Administrative Agent deeds of trust, trust deedshypothec, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other security and pledge 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 Credit Loan Party under the Credit Agreement Finance Documents and constituting Liens on all such owned Real Properties; provided properties that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 daysare Collateral; (iii) within 60 45 days after such acquisition, cause the applicable Credit Loan Party to take whatever action (including the recording of mortgages, the filing of UCC 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) as may be reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Administrative Agent (or in any representative of the Collateral Administrative Agent designated by it) valid and subsisting Liens on such owned Real Propertyproperty, 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 reasonable discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, Agent and the other Secured Parties, of counsel for the Credit Loan Parties acceptable to in the Administrative Agent 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; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days;and (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 Loan Party pursuant to Section 7.1 4.01 on the Restatement Effective Date or as the Administrative Agent, the Collateral Agent or the Required Revolving Lenders shall have reasonably 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. Each Credit Party will cause(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) each parcel of such Domestic Subsidiary shall grant a security interest in its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 assets described in the reasonable discretion of Security Agreement as security for the Administrative Agent) Obligations and all of its personal property become a Guarantor, and (ii) upon such parent pledges to the occurrence Bank 100% of an Event the common stock or other ownership interests of Defaultsuch 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) From and after the Closing Date, all other assets and properties if (i) the Borrower or any Guarantor 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 any such fee interest in real property of such value, such Credit Party shall deliver to the Bank, at its request after such acquisition of such property or such Person becomes a Guarantor, as are not covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in 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 (collectivelymay be, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this subparagraph (c), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company’s expensefollowing: (i) within 30 days after A fully executed and notarized mortgage or deed of trust (an “Additional Mortgage”), duly recorded in all appropriate places in all applicable jurisdictions, encumbering the interest of such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired Credit Party in detail satisfactory to the Administrative Agentsuch property; (ii) within 45 days after such acquisitionIf requested by the Bank, cause the applicable Credit Party to duly execute and deliver a title report issued by a title company acceptable to the Collateral Agent deeds of trustBank with respect thereto, trust deeds, deeds to secure debt, mortgages, instruments of accession dated not more than 30 days prior to the Collateral Documents date such Additional Mortgage is to be recorded and other security and pledge agreements, as specified by and satisfactory in form and substance satisfactory to the Administrative Agent, securing payment together with copies of all any documents listed as exceptions to such title and, to the Finance Obligations of extent the applicable Credit Party under Borrower or any Subsidiary obtains an owner’s title policy on said property, a mortgagee’s policy in an equal amount insuring the Credit Agreement and constituting Liens on all such owned Real PropertiesLien in subsection (i) above; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days;and (iii) within 60 days after such acquisitionIf requested by the Bank, cause the applicable Credit Party evidence that said property is not in an area designated as prone to take whatever action (including the recording flooding or, if so, evidence 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 flood insurance 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 DocumentsBank.

Additional Security. Each Credit Party will cause, (i) each parcel of its owned With respect to any Material Real Property acquired after Assets (other than Leaseholds, easements and rights-of-way), (ii) any Existing Leasehold Mortgaged Property and (iii) any part of the Restatement Effective Date having Grand Mesa Pipeline or the Delaware Pipeline that is a fair market value Material Real Property Asset of $25,000,000 or 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 type described in the reasonable discretion of the Administrative Agentpreceding clauses (i) and all of its personal property and (ii) upon (1) owned, or in the occurrence case of an Event of Defaultthe Existing Leasehold Mortgaged Property, all other assets and properties of leased by any Credit Party on the Closing Date, such Credit Party Party, as are not covered by the original Collateral Documents and case may be, with respect thereto shall, within 120 days of the date of the Closing Date or such later date as may be requested agreed to by the Collateral Agent or (and in any event within 360 days of the Required Lenders in their sole reasonable discretion to be subject at all times to first priority Closing Date (subject only to Permitted Liens), perfected andor, in the case of owned Real PropertyProperty Assets constituting part of the Grand Mesa Pipeline or the Delaware Pipeline, title insured Liens 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 Agent (and in any event within 180 days of the acquisition thereof), deliver to the Collateral Agent for the ratable benefit of the Secured Parties the following: (A) a fully executed counterpart of a Mortgage or Leasehold Mortgage in favor of the Collateral Agent pursuant 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 Collateral Documents properties purported to be covered thereby; (B) if such Material Real Property Asset has a Designated Value of $7,500,000 or such other security agreementsmore, pledge agreementsa policy or policies or marked-up unconditional binder of title insurance, mortgages or similar collateral documents 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, as applicable, 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 request be reasonably 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 title insurance company may reasonably require in its sole reasonable discretion 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 and title policy modifications; (collectivelyD) 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 “Additional Collateral Documents”). In furtherance permitted uses of the foregoing terms of this subparagraph (c), upon the acquisition of any owned each such Material Real Property referred Asset under such zoning designation and, if available, zoning requirements as to in the preceding paragraph 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, if such owned Real Propertyas 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 judgment 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 Administrative AgentGrand 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 already 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 Material Real Property Asset (such Material Real Property Assets, “Other Specified Property”), or with 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 subject agreed to by the Collateral Agent (provided that the Collateral Agent may not extend such deadline to a perfected first priority deed date later than 360 days after the Closing Date or 180 days after the date of trust or mortgage lien in favor of acquisition thereof, as applicable), to the Administrative Collateral Agent for the ratable benefit of the Secured Parties, then 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 shallof 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), at with respect to such Material Real Property Asset, evidence such Material Real Property Asset, and the Company’s expense: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) within 30 days after any such acquisitionOther Specified Property, furnish to the Administrative Agent a description extent the cost of providing such items would exceed 1% of the owned Real Designated Value of such Other Specified Property so acquired in detail satisfactory to the Administrative Agent; or (ii) within 45 days after any such acquisitionOther Specified Property that is comprised solely of easements or rights-of-way. Notwithstanding anything herein to the contrary, cause for purposes of the applicable 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 duly execute 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 deliver 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 Credit Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable sole discretion, extend such time period from 45 days up to determine that the burdens, costs or consequences of obtaining a maximum Mortgage or Leasehold Mortgage on any Material Real Property Asset, all or any part of 90 days; which contains a Building (iii) within 60 days after such acquisition, cause as defined in the applicable Credit Party to take whatever action Flood Insurance Laws) or Manufactured (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documentsMobile) Home (as may be necessary or advisable defined in the opinion applicable Flood Insurance Law), are excessive in view of the Administrative Agent benefits to vest in be 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 (or in any representative of Mobile) Home satisfactory to 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. Each Subject in the case of any Non-U.S. Assets (as defined in the Agreed Security Principles) to the Agreed Security Principles and subpart (b) below, if any Credit Party will causeacquires, owns or holds a fee simple ownership interest in (i) each parcel of its owned any Real Property acquired after on which a Landing Site is located, to the Restatement Effective Date having extent that such Real Property has a fair market value in excess of $25,000,000 or more (except 10,000,000 for any such parcel as to which Real Property and $50,000,000 in the costs of providing aggregate for all such owned Real Property not covered by a Mortgage are excessive (in relation each case, with fair market value determined at the time of acquisition and agreed to by the benefit afforded to the parties secured therebyRequired Lenders), as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and or (ii) upon any personal property that is not at the occurrence of an Event of Defaulttime included in the Collateral, 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 their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected andBorrower will, in the case of owned Real Propertyeach of clauses (i) and (ii) above, title insured Liens promptly notify the Administrative Agent in favor writing of such event, identifying the property or interests in question and referring specifically to the rights of the Collateral Administrative Agent pursuant to and the Collateral Documents Lenders under this Section, and the applicable Credit Party will, within 60 days (or such other security agreements, pledge agreements, mortgages or similar collateral documents as within 120 days in 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 case of any owned Real Property referred located in the United States, or within 150 days in the case of any owned Real Property located in a jurisdiction other than the United States) following request by the Administrative Agent (at the direction of the Required Lenders) (or such later date as the Administrative Agent (at the direction of the Required Lenders) agrees to in the preceding paragraph by any Credit Partyits reasonable discretion), if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject grant to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then assignments, Mortgages or other documents as the Required Lenders reasonably deem appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish shall cause to the Administrative Agent a description of 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 Agent such proof of organizational authority, incumbency of officers, opinions of counsel local counsel, resolutions (including any necessary member or shareholder resolutions) and other related documents as is consistent (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with those delivered by respect to each Credit Party Mortgaged Real Property pursuant to Section 7.1 on the Restatement Effective Date 6.10(d)(ii) or 6.10(d)(iii) below, as the Administrative Agent, the Collateral Agent or applicable) as may be reasonably requested in writing by the Required Lenders in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents 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 in form and substance reasonably satisfactory to the Collateral Administrative Agent as Collateral hereunder or under any of and 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 DocumentsRequired Lenders.

Additional Security. Each Subject to subpart (b) below, if any Domestic Credit Party will causeacquires, (i) each parcel of its owned owns or holds an interest in any Real Property acquired after the Restatement Effective Date having with a fair market value in excess of $25,000,000 or more (except 5,000,000 for any Real Property, the Borrower will promptly notify the Administrative Agent in writing of such parcel as to which event, identifying the costs of providing a Mortgage are excessive property in relation question and referring specifically to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion rights of the Administrative Agent) Agent and all of its personal property the Lenders under this Section, and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Domestic Credit Party as are not covered will, or will cause such Subsidiary to, within 60 days following written request by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject grant to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”). Furthermore, the Borrower or such other Domestic Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a description Perfection Certificate, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of the owned Real Property so acquired any such Additional Security Document or joinder, all of which documents shall be in detail 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) within 45 days after if such acquisitionreal property is located in a “special flood hazard area”, cause (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 to duly execute and deliver to the Collateral Agent deeds Party) of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 Credit Agreement and constituting Liens on all such owned Real Propertiesnotice; 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 if such notice is required to be provided to the Borrower (or applicable Credit Party) and as to flood insurance is available in the community in which such other matters as real property is located, evidence of required flood insurance and (2) the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, extend such time period shall have received written confirmation 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 each of the Administrative Agent in its sole discretion, to Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Collateral Agent with respect to Lenders (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 written confirmation not to be delivered to the Collateral Agent as Collateral hereunder unreasonably conditioned, withheld 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 Documentsdelayed).

Additional Security. Each Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property 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 that is not at the time included in the Collateral and that is not then Excluded Collateral, the Parent Borrower will causepromptly (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 Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 90 days or such longer period as the Administrative Agent may agree, following request by the Administrative Agent and/or the Collateral Agent, (i) each parcel of its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 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 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 grant 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then such Credit Party shallassignments, at the Company’s expense: (i) within 30 days after such acquisition, furnish to Mortgages or other documents as the Administrative Agent and/or Collateral Agent deems appropriate (collectively, the “Additional Security Documents”) or execute and deliver a description of the owned Real Property so acquired in detail satisfactory joinder to the Administrative Agent; each applicable existing Security Document and (ii) within 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 the agent reasonable requests (including the recording of mortgages, the filing of UCC or PPSA financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as 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 valid, perfected and subsisting enforceable 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 Agentproperty. Furthermore, 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 Parent Borrower or 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 cause 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 Agent 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. Ifsuch opinions of local counsel, subsequent to The Restatement Effective Datecorporate resolutions, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent as Collateral hereunder or under any of in connection with the Collateral Documentsexecution, the Company shall promptly (delivery and in any event within three Business Days after any Responsible Officer recording of any Credit Party acquires knowledge such Additional Security Document or joinder, all of the same) notify the Collateral Agent of the same. Each of the Credit Parties which documents shall adhere be in form and substance reasonably satisfactory to the covenants regarding the location of personal property as set forth in the Administrative Agent and/or Collateral DocumentsAgent.

Additional Security. Each Credit Party will cause, (i) each parcel of its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 7,500,000 or more (except any such parcel as to which the costs of providing a Mortgage 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 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 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 clause (c), upon the acquisition of any owned Real Property property referred to in the preceding paragraph by any Credit Party, if such owned Real Propertyproperty, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company’s 's expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 daysproperties; (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 Propertyproperty, 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 Propertyreal 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 Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to The Restatement Effective 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. Each If any Credit Party will cause, (i) each parcel of its acquires after the Closing Date a fee owned interest in any Real Property acquired after the Restatement Effective Date having with a fair market value in excess of $25,000,000 or more (except 250,000 for any such parcel as to which Real Property and $1,000,000 in the costs of providing 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 that is not at the time included in the Collateral, or (ii) acquires after the 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 excessive in relation 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 benefit afforded to the parties secured thereby, as determined in the reasonable discretion rights of the Administrative Agent) Agent and all of its personal property the Lenders under this Section, and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered will, or will cause such Subsidiary to, within 30 days following request by the original Collateral Documents and as may be requested by the Collateral Administrative Agent or the Required Lenders in 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 owned Real Property referred to in the preceding paragraph later date approved by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent), shall not already be subject grant to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then assignments, Mortgages or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, such Borrower or such other Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a description of the owned Real Property so acquired in detail satisfactory to Perfection Certificate and other related documents as may be reasonably requested by the Administrative Agent; (ii) within 45 days after Agent in connection with the execution, delivery and recording of any such acquisitionAdditional Security Document or joinder, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds all of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and 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. Each Credit Party will cause, (i) each parcel of its With respect to any owned Real Property acquired after the Restatement Effective Date having a fair market value in excess of $25,000,000 or more (except 10,000,000 acquired by any such parcel as to which the costs of providing a Mortgage are excessive in relation Loan Party subsequent to the benefit afforded Closing Date, such Person will cause to be delivered to the parties secured therebyCollateral Agent with respect to such Real Property documents, as determined in the reasonable discretion instruments and other items of the types customarily required by lenders in transactions similar to the transactions contemplated herein, all in form, content and scope reasonably satisfactory to the Collateral Agent. In furtherance of the foregoing terms of this Section 6.12, the Borrower agrees to promptly provide the Administrative AgentAgent with (i) and all written notice of the acquisition by the Borrower or any of its personal property Subsidiaries of any owned Real Property having a market value greater than $10,000,000, setting forth in reasonable detail the location and a description of the asset(s) so acquired and (ii) upon a completed life-of-loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such owned Real Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the occurrence of an Event of Default, all other assets Borrower and properties each Loan Party relating thereto) and if any improvements on any such owned Real Property are designated a “flood hazard area,” evidence of such Credit Party as are not covered by the original Collateral Documents and flood insurance as may be requested required under the Flood Insurance Laws in form and substance reasonably acceptable to the Administrative Agent. Without limiting the generality of the foregoing, the Borrower will cause, and the Borrower will cause each of their respective Subsidiaries to cause, 100% of the Equity Interests of each of their respective direct and indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries) (or (x) 65% of such Equity Interests that are Voting Securities, if such Subsidiary is a direct Foreign Subsidiary, or (y) to the extent not prohibited by the Collateral Agent terms of any Organization Document or the Required Lenders other agreement governing a Permitted Joint Venture, such percentage as is equal to their respective ratable ownership of all Equity Interests in their sole reasonable discretion Permitted Joint Ventures and non-Wholly-Owned Subsidiaries) to be subject at all times to a first priority (subject only to Permitted Liens)priority, perfected and, in the case of owned Real Property, title insured Liens Lien in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as terms and conditions of the Collateral Agent shall request Documents, subject only to Permitted Liens described in its sole reasonable discretion Section 7.02(iii) or (collectively, the “Additional Collateral Documents”v). In furtherance of Notwithstanding anything contained in any Loan Document to the foregoing terms of this subparagraph (c)contrary, upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, no mortgage shall not already be subject to a perfected first priority deed of trust or mortgage lien executed and delivered in favor of the Administrative Collateral Agent for the benefit of the Secured Parties, then such Credit Party shallFinance Parties with respect to any Real Property unless and until, at the Company’s expense: (i) within 30 least twenty business days after prior to such acquisitionexecution and delivery, furnish to the Administrative Agent has posted notice of such mortgage on the Platform and has made available to any requesting Lender a description life of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 days after loan flood zone determination and such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 such Lender may reasonably request in order to Section 7.1 on the Restatement Effective Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requestedcomplete its flood insurance due diligence. If, subsequent to The Restatement Effective the Closing Date, a Credit Loan Party shall acquire any intellectual propertypatents, trademark registrations, service ▇▇▇▇ registrations, registered tradenames, copyright registrations, any applications relating 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, with an aggregate value in excess of $10,000,000, the Company Borrower shall promptly (and in any event within three fifteen Business Days after any Responsible Officer of any Credit Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit 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 that is consistent with the Collateral Documents executed on the Closing Date and otherwise reasonably satisfactory in form and substance to the Collateral Agent (collectively, the “Additional Collateral Documents”) 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 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 Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.12(b) has been complied with.

Additional Security. Each Credit Party will cause, (i) each parcel of its With respect to (i) any fee owned Material Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 Assets and (ii) upon any part of the occurrence Grand Mesa Pipeline or the Delaware Pipeline that is a Material Real Property Asset of an Event of Defaultthe type described in the preceding clause (i) in each case, all other assets and properties of (1) owned by any Credit Party on the Fifth Amendment Effective Date, such Credit Party Party, as are not covered by the original Collateral Documents and case may be, with respect thereto shall, within 270 days of the date of the Fifth Amendment Effective Date or such later date as may be requested agreed to by the Collateral Agent (and in any event within 365 days of the Fifth Amendment Effective Date) or (2) acquired by any Credit Party after the Required Lenders Fifth Amendment Effective Date, such Credit Party, as the case may be, shall, within 270 days of the acquisition thereof or such later date as may be agreed to by the Collateral Agent (and in their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liensany event within 365 days of the acquisition thereof), perfected and, in deliver to the case Collateral Agent for the ratable benefit of owned Real Property, title insured Liens the Secured Parties the following: (A) a fully executed counterpart of a Mortgage or Leasehold Mortgage in favor of the Collateral Agent pursuant 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 Documents 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 security agreementsinformation or documents that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), pledge agreementswhich 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, mortgages local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Mortgage or similar collateral documents 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 Collateral Agent shall request past five (5) years that such Material Real Property Asset, and the uses of such Material Real Property Asset, are in its sole reasonable discretion compliance in all material respects with all applicable zoning laws (collectivelythe evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the “Additional Collateral Documents”). In furtherance permitted uses of the foregoing terms of this subparagraph (c), upon the acquisition of any owned each such Material Real Property referred 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 the preceding paragraph paragraphs (B) through (E) above, and evidence of payment by any Credit Party, if such owned Real Propertyas 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 judgment 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 Administrative Agentthen 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 already 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 subject agreed to by the Collateral Agent (provided that such deadline may not be extended to a perfected first priority deed of trust date later than 365 days after the Fifth Amendment Effective Date or mortgage lien in favor of the Administrative acquisition date, as applicable), to the Collateral Agent for the ratable benefit of the Secured Parties, then 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 shallof 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, at with respect to such Other Specified Property, evidence from within the Company’s expense: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) within 30 days after any such acquisitionOther Specified Property, furnish 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 Mortgaged Property relates to a description of 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 owned Real Property so acquired in detail satisfactory Administrative Agent has delivered to the Administrative Agent; Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) within 45 days after if such acquisitionreal property is located in a “special flood hazard area”, cause (A) a notification to the applicable Credit Party Parties of that fact and (if applicable) notification to duly execute the applicable Credit Parties that flood insurance coverage is not available and deliver to (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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to and 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 Credit Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent Secured Parties may, in its reasonable sole discretion, extend such time period from 45 days up to determine that the burdens, costs or consequences of obtaining a maximum Mortgage or Leasehold Mortgage on any Material Real Property Asset, all or any part of 90 days; which contains a Building (iii) within 60 days after such acquisition, cause as defined in the applicable Credit Party to take whatever action Flood Insurance Laws) or Manufactured (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documentsMobile) Home (as may be necessary or advisable defined in the opinion applicable Flood Insurance Law), are excessive in view of the Administrative Agent benefits to vest in 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 (or in any representative of Mobile) Home satisfactory to 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. 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 amendment, restatement, supplement or modification to a signed copy Mortgage or Leasehold Mortgage existing as of the 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 closed until the date that is (a) if there are no Mortgaged Properties in a favorable opinion“special flood hazard area”, addressed to the Administrative Agentten (10) Business Days or (b) if there are any Mortgaged Properties in a “special flood hazard area”, thirty (30) days (in each case, the Collateral Agent“Notice Period”), and the other Secured Parties, of counsel for the Credit Parties acceptable to after the Administrative Agent as has delivered to the matters contained Lenders the following documents in clauses 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) above and as if required by Flood Insurance Laws, evidence of required flood insurance; provided that any such M▇▇▇ Event may be closed prior to such other matters as the Notice Period if the Administrative Agent may reasonably request; provided shall have received confirmation from each applicable Lender that the Administrative Agent may, in such Lender has completed any necessary flood insurance due diligence to 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 Documentssatisfaction.

Additional Security. Each Credit Party will cause, (i) The Borrower will, and will cause each parcel of its owned Real Property acquired after Subsidiaries which becomes a Subsidiary Guarantor to cause, all or substantially all personal property (other than any personal property expressly excluded from the Restatement Effective Date having a fair market value definition of $25,000,000 or 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 “Collateral” in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an Event of DefaultSecurity Agreement or other Collateral Document), 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 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 Documents, or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall reasonably request in to create or perfect its sole reasonable discretion Liens on the Collateral (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this subparagraph (c), upon the acquisition of event that any Loan Party acquires any owned Real Property referred after the Closing Date having a fair market value in excess of $2,000,000, the Borrower agrees to promptly (but in no event later than 90 days after the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of acquisition thereof) provide the Administrative Agent for the benefit with written notice of the Secured Parties, then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to setting forth in reasonable detail the Administrative Agent location and a description of 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified acquired. If requested 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 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 Borrower or the other Secured Parties, of counsel for the Credit Parties acceptable applicable Subsidiary Guarantor will cause 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, be delivered to the Collateral Agent with respect to such owned Real Property, a Mortgage or other appropriate instrument under applicable law sufficient to create a valid first priority Lien (except as otherwise permitted by the definition of Permitted Liens) of record on such Real Property title reportsincluding Surveys, surveys and engineeringTitle Policies, soils local counsel opinions, flood insurance certificates, and other reportscustomary instruments, certificates and environmental assessment reportsdocuments, each as are in scope, form and substance satisfactory to reasonably requested by the Administrative Collateral Agent. Without limiting the generality of the foregoing, providedthe Borrower will cause, however, that to the extent that any Credit Party or any and will cause each of its Subsidiaries shall have otherwise received any that is or becomes a Subsidiary Guarantor to cause, 100% of the foregoing items Equity Interests owned by them of each of their respective direct and indirect Domestic Subsidiaries (other than any (i) CFC Holdco or (ii) any Domestic Subsidiary of a CFC) and each of their respective Foreign Subsidiaries (that is not a CFC) or, with respect to each Foreign Subsidiary, directly owned by any Loan Party, that is a CFC or any Domestic Subsidiary, directly owned by any Loan Party, that is a CFC Holdco, 65% of each class of Equity Interests entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) and 100% of each class of Equity Interests of such owned Real PropertySubsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) to be subject at all times to a first priority, such items shallperfected Lien in favor of the Collateral Agent, promptly after the receipt thereofsubject only to Permitted Liens described in Section 7.02(iii), be delivered to the Administrative Agent; and(iv) or (xiv). (vii) deliver All such proof of organizational authority, incumbency of officers, opinions of counsel security interests and other documents as is mortgages shall be granted pursuant to documentation consistent with those delivered by each Credit Party pursuant to Section 7.1 the Collateral Documents executed on the Restatement Effective Closing Date or as the Administrative Agent, and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgage liens subject to no other Liens except for Permitted Liens. The Additional Collateral Documents or the Required Lenders instruments related thereto shall have requestedbeen 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. If, subsequent to The Restatement Effective Date, a Credit Party Borrower shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral hereunder or under Agent to assure itself that this Section 6.12(b) has been complied with. (ii) Notwithstanding anything contained in this Section 6.12(b), the Collateral Agent and the Borrower may exclude assets from the Collateral and that the Borrower shall not be required to deliver any of the Additional 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 if, as reasonably determined by the Collateral Agent and the Borrower, the cost of the same. Each of the Credit Parties shall adhere obtaining or perfecting a security interest is excessive in relation to the covenants regarding benefit afforded to the location of personal property as set forth in the Collateral DocumentsLenders thereby.

Additional Security. Each Credit Party will cause, (i) each parcel of its Subject to clause (b) below, if any Credit Party acquires, owns or holds an interest in any personal property or fee-owned Real Property acquired after not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the Restatement Effective Date having a fair market value time included in the Collateral, the Parent Borrower will promptly (and in any event within forty-five (45) days of $25,000,000 the acquisition thereof (or more (except any such parcel longer period as to which the costs Administrative Agent may agree in its reasonable discretion)) notify the Administrative Agent in writing of providing a Mortgage are excessive such event, identifying the property or interests in relation question and referring specifically 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 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 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 rights of the Collateral Agent pursuant and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within ninety (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 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then such Credit Party shallassignments, at the Company’s expense: (i) within 30 days after such acquisition, furnish to Mortgages or other documents as the Administrative Agent a description of and/or Collateral Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii“Additional Security Documents”) within 45 days after such acquisition, cause the applicable Credit Party to duly 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as 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 valid, perfected and subsisting enforceable Liens on such owned Real Propertyproperty and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against all third parties; (iv) within 60 days after . All such acquisition, deliver security interests and Mortgages shall be granted pursuant to the Administrative Agent, upon the request of the Administrative Agent documentation reasonably satisfactory in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, form 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, substance to the Collateral Agent with respect to such owned Real Property title reportsand the Parent Borrower and shall constitute valid, 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 enforceable (except to the extent that any 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 or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect cause to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver Agent and the Collateral Agent such proof of organizational authority, incumbency of officers, opinions of counsel (including local counsel), corporate resolutions, a counterpart to the Intercompany Note and other related documents as is consistent with those delivered may be reasonably requested by each Credit Party pursuant to Section 7.1 on the Restatement Effective Date or as the Administrative Agent, the Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or the Required Lenders joinder, all of which documents 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 in form and substance reasonably satisfactory to the Administrative Agent and/or 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 DocumentsAgent.

Additional Security. Each Credit Subject to Section 6.12(c), each Loan Party will cause, (i) and will cause each parcel of its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or more Wholly Owned Subsidiaries (except any such parcel as other than Excluded Subsidiaries) 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 Event of Default, cause all other assets and properties of such Credit Loan Party as and its Wholly Owned Subsidiaries (other than any Excluded Subsidiaries) that are of a type 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 sole 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), 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 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 subparagraph clause (cb), upon the acquisition of any owned Real Property property (other than Excluded Property) referred to in the preceding paragraph by any Credit PartyLoan Party after the Effective Date, if such owned Real Propertyproperty, in the judgment of the Administrative Collateral Agent, shall not already be subject to a perfected first priority, or second priority deed of trust or mortgage lien to the extent relating to ABL Priority Collateral, Lien in favor of the Administrative Collateral Agent for the benefit of the Secured Parties, then such Credit Party the Borrower shall, at the CompanyBorrower’s reasonable expense: (i) within 30 20 days after such acquisition, furnish to the Administrative Collateral Agent a description of the owned Real Property property so acquired in detail reasonably satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Credit Loan Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other security and pledge agreementssimilar agreements (including Intellectual Property Security Agreements), as specified by and in form and substance reasonably satisfactory to the Administrative Collateral Agent, securing payment of all the Finance Obligations of the applicable Credit Loan Party under the Credit Agreement Finance Documents and constituting Liens on all such owned Real Properties; provided properties that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 daysare Collateral; (iii) within 60 45 days after such acquisition, cause the applicable Credit Loan Party to take whatever action (including the recording filing of mortgagesUniform Commercial Code financing statements, the filing of UCC financing statements, Intellectual Property Security Agreements and the giving of notices and the endorsement of notices on title documents) as may be reasonably necessary or advisable in the reasonable opinion of the Administrative 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 owned Real Propertyproperty, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to the Administrative Collateral Agent, upon the request of the Administrative Collateral Agent in its sole reasonable discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, Agent and the other Secured Parties, of counsel for the Credit Loan Parties acceptable to in the Administrative Agent 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 Collateral 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;and (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 Loan Party pursuant to Section 7.1 4.01 on the Restatement 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. 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. Each Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property not constituting Excluded Real Property or Excluded Collateral 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 $15.0 million for any Real Property not covered by a Mortgage, or any personal property that is not at the time included in the Collateral and that is not then Excluded Collateral, the Parent Borrower will causepromptly (and in any event within thirty (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 Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within ninety (90) days or such longer period as the Administrative Agent may agree, following request by the Administrative Agent and/or the Collateral Agent, (i) each parcel of its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 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 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 grant 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then such Credit Party shallassignments, at the Company’s expense: (i) within 30 days after such acquisition, furnish to 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 description of the owned Real Property so acquired in detail satisfactory joinder to the Administrative Agent; each applicable existing Security Document and (ii) within 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 the agent reasonable requests (including the recording of mortgages, the filing of UCC or PPSA financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as 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 valid, perfected and subsisting enforceable Liens on such owned Real Property, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to property. For the Administrative Agent, upon the request avoidance of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agentdoubt, the Collateral Agent, and Agent is authorized to file UCC or PPSA financing statements at any time following 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 property to the extent that any constituting Collateral. Furthermore, the Parent Borrower or such other Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect cause 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 Agent 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. Ifsuch opinions of local counsel, subsequent to The Restatement Effective Datecorporate resolutions, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent as Collateral hereunder or under any of in connection with the Collateral Documentsexecution, the Company shall promptly (delivery and in any event within three Business Days after any Responsible Officer recording of any Credit Party acquires knowledge such Additional Security Document or joinder, all of the same) notify the Collateral Agent of the same. Each of the Credit Parties which documents shall adhere be in form and substance reasonably satisfactory to the covenants regarding the location of personal property as set forth in the Administrative Agent and/or Collateral DocumentsAgent.

Additional Security. Each Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property with a purchase price (in the case of after acquired real property) or Fair Market Value (with Fair Market Value determined as of the later of the Closing Date or the date upon which such Real Property was acquired by such Credit Party) in excess of $10.0 million for any Real Property not covered by a Mortgage, or any personal property that is not at the time included in the Collateral and that is not then Excluded Collateral, the Parent Borrower will causepromptly (and in any event within 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 Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 90 days or such longer period as the Administrative Agent may agree, following request by the Administrative Agent and/or the Collateral Agent, (i) each parcel of its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 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 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 grant 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then such Credit Party shallassignments, at the Company’s expense: (i) within 30 days after such acquisition, furnish to Mortgages or other documents as the Administrative Agent and/or Collateral Agent deems appropriate (collectively, the “Additional Security Documents”) or execute and deliver a description of the owned Real Property so acquired in detail satisfactory joinder to the Administrative Agent; each applicable existing Security Document and (ii) within 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 the agent reasonable requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as 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 valid, perfected and subsisting enforceable 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 Agentproperty. Furthermore, 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 Parent Borrower or 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 cause 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 Agent 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. Ifsuch opinions of local counsel, subsequent to The Restatement Effective Datecorporate resolutions, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent as Collateral hereunder or under any of in connection with the Collateral Documentsexecution, the Company shall promptly (delivery and in any event within three Business Days after any Responsible Officer recording of any Credit Party acquires knowledge such Additional Security Document or joinder, all of the same) notify the Collateral Agent of the same. Each of the Credit Parties which documents shall adhere be in form and substance reasonably satisfactory to the covenants regarding the location of personal property as set forth in the Administrative Agent and/or Collateral DocumentsAgent.

Additional Security. Each Credit Party will cause(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) each parcel of such Domestic Subsidiary shall grant a security interest in its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 assets described in the reasonable discretion of Security Agreement as security for the Administrative Agent) Obligations and all of its personal property become a Guarantor, and (ii) upon such parent pledges to the occurrence Bank 100% of an Event the common stock or other ownership interests of Defaultsuch 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) From and after the Closing Date, all other assets and properties if (i) the Borrower or any Guarantor 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 any such fee interest in real property of such value or any such leasehold interest providing for such rents, such Credit Party shall deliver to the Bank, at its request after such acquisition of such property or leasehold interest or such Person becomes a Guarantor, as are not covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in 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 (collectivelymay be, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this subparagraph (c), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company’s expensefollowing: (i) within 30 days after A fully executed and notarized mortgage or deed of trust (an “Additional Mortgage”), duly recorded in all appropriate places in all applicable jurisdictions, encumbering the interest of such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired Credit Party in detail satisfactory to the Administrative Agentsuch property; (ii) within 45 days after such acquisitionIf requested by the Bank, cause the applicable Credit Party to duly execute and deliver a title report issued by a title company acceptable to the Collateral Agent deeds of trustBank with respect thereto, trust deeds, deeds to secure debt, mortgages, instruments of accession dated not more than 30 days prior to the Collateral Documents date such Additional Mortgage is to be recorded and other security and pledge agreements, as specified by and satisfactory in form and substance satisfactory to the Administrative Agent, securing payment together with copies of all any documents listed as exceptions to such title and, to the Finance Obligations of extent the applicable Credit Party under Borrower or any Subsidiary obtains an owner’s title policy on said property, a mortgagee’s policy in an equal amount insuring the Credit Agreement and constituting Liens on all such owned Real PropertiesLien in subsection (i) above; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days;and (iii) within 60 days after such acquisitionIf requested by the Bank, cause the applicable Credit Party evidence that said property is not in an area designated as prone to take whatever action (including the recording flooding or, if so, evidence 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 flood insurance 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 DocumentsBank.

Additional Security. Each Credit Party will cause, (i) each parcel of its owned Real Property acquired after the Restatement Effective Closing Date having a fair market value of $25,000,000 15,000,000 or 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 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 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to The Restatement Effective 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. Each Credit Party will cause, (i) each parcel of its With respect to (i) any fee owned Material Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 Assets and (ii) upon any part of the occurrence Grand Mesa Pipeline or the Delaware Pipeline that is a Material Real Property Asset of an Event of Defaultthe type described in the preceding clause (i) acquired by any Credit Party after the Seventh Amendment Effective Date, all other assets and properties of such Credit Party Party, as are not covered by the original Collateral Documents and case may be, shall, within 270 days of the acquisition thereof or such later date as may be requested agreed to by the Collateral Agent or (and in any event within 365 days of the Required Lenders in their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liensacquisition thereof), perfected and, in deliver to the case Collateral Agent for the ratable benefit of owned Real Property, title insured Liens the Secured Parties the following: (A) a fully executed counterpart of a Mortgage or Leasehold Mortgage in favor of the Collateral Agent pursuant 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 Documents 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 security agreementsinformation or documents that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), pledge agreementswhich 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, mortgages local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Mortgage or similar collateral documents 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 Collateral Agent shall request past five (5) years that such Material Real Property Asset, and the uses of such Material Real Property Asset, are in its sole reasonable discretion compliance in all material respects with all applicable zoning laws (collectivelythe evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the “Additional Collateral Documents”). In furtherance permitted uses of the foregoing terms of this subparagraph (c), upon the acquisition of any owned each such Material Real Property referred 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 the preceding paragraph paragraphs (B) through (E) above, and evidence of payment by any Credit Party, if such owned Real Propertyas 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 judgment 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 Administrative Agentthen 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”), acquired by any Credit Party after the Seventh Amendment Effective Date, such Credit Party, as the case may be, shall use commercially reasonable efforts (which, for the avoidance of doubt shall not already 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 120 days from the date of acquisition thereof or such later date as may be subject agreed to by the Collateral Agent (provided that such deadline may not be extended to a perfected first priority deed of trust or mortgage lien in favor of date later than 365 days after the Administrative acquisition date), to the Collateral Agent for the ratable benefit of the Secured Parties, then 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 shallof 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, at with respect to such Other Specified Property, evidence from within the Company’s expense: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) within 30 days after any such acquisitionOther Specified Property, furnish 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 Mortgaged Property relates to a description of 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 owned Real Property so acquired in detail satisfactory Administrative Agent has delivered to the Administrative Agent; Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) within 45 days after if such acquisitionreal property is located in a “special flood hazard area”, cause (A) a notification to the applicable Credit Party Parties of that fact and (if applicable) notification to duly execute the applicable Credit Parties that flood insurance coverage is not available and deliver to (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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to and 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 Credit Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent Secured Parties may, in its reasonable sole discretion, extend such time period from 45 days up to determine that the burdens, costs or consequences of obtaining a maximum Mortgage or Leasehold Mortgage on any Material Real Property Asset, all or any part of 90 days; which contains a Building (iii) within 60 days after such acquisition, cause as defined in the applicable Credit Party to take whatever action Flood Insurance Laws) or Manufactured (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documentsMobile) Home (as may be necessary or advisable defined in the opinion applicable Flood Insurance Law), are excessive in view of the Administrative Agent benefits to vest in 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 (or in any representative of Mobile) Home satisfactory to 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. The exclusionary provisions included in each Mortgage or Leasehold Mortgage in effect as of the Seventh Amendment Effective Date will be included in the case of (a) any amendment, restatement, supplement or modification to a signed copy Mortgage or Leasehold Mortgage existing as of the Seventh Amendment Effective Date and (b) any new Mortgage or Leasehold Mortgage entered into after the Seventh Amendment Effective Date. (v) Notwithstanding the foregoing, no M▇▇▇ Event may be closed until the date that is (a) if there are no Mortgaged Properties in a favorable opinion“special flood hazard area”, addressed to the Administrative Agentten (10) Business Days or (b) if there are any Mortgaged Properties in a “special flood hazard area”, thirty (30) days (in each case, the Collateral Agent“Notice Period”), and the other Secured Parties, of counsel for the Credit Parties acceptable to after the Administrative Agent as has delivered to the matters contained Lenders the following documents in clauses 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) above and as if required by Flood Insurance Laws, evidence of required flood insurance; provided that any such M▇▇▇ Event may be closed prior to such other matters as the Notice Period if the Administrative Agent may reasonably request; provided shall have received confirmation from each applicable Lender that the Administrative Agent may, in such Lender has completed any necessary flood insurance due diligence to 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 Documentssatisfaction.

Additional Security. Each Credit Party will cause, (i) The Borrower will, and will cause each parcel of its Restricted Subsidiaries which becomes a Guarantor to cause, all of its owned (but not leased) Real Property acquired after the Restatement Effective Date having Properties with a fair market value in excess of $25,000,000 3,000,000 hereafter acquired and all or more substantially all personal property (except other than any such parcel as to which personal property expressly excluded from the costs definition of providing a Mortgage are excessive “Collateral” in relation the Security Agreement), in each case to the benefit afforded to the parties secured therebyextent required by any Collateral Document, as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) 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 Collateral Agent or the Required Lenders in 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 (but not leased) Real Property, title insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents Documents, or such other security agreements, pledge agreements, mortgages 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 With respect to any owned (but not leased) Real Property referred to having a fair market value in the preceding paragraph excess of $3,000,000 acquired by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Loan Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish subsequent to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory Closing Date, Borrower or such Guarantor will cause 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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, delivered to the Collateral Agent with respect to such owned (but not leased) Real Property, a Mortgage or other appropriate instruments under applicable law sufficient to create a valid first priority Lien of record on such Real Property title reportsincluding, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the extent reasonably requested by the Administrative Agent, providedSurveys, howeverTitle Policies, local counsel opinions, life-of-loan flood insurance certificates, flood insurance certificates, and other instruments, certificates and documents, as are in form and substance reasonably requested by the Collateral Agent. In furtherance of the foregoing terms of this Section 6.12, the Borrower agrees to promptly, within 30 days provide the Administrative Agent with written notice of the acquisition by the Borrower or any Guarantor of any owned (but not leased) Real Property having a market value greater than $3,000,000 setting forth in reasonable detail the location and a description of the Real Property so acquired. Without limiting the generality of the foregoing, the Borrower will cause, and will cause each of its Restricted Subsidiaries that is or becomes a Guarantor to cause, 100% of the Equity Interests owned by them of each of their respective direct and indirect Wholly Owned Domestic Subsidiaries that are not Unrestricted Subsidiaries, or (x) 65% of the voting Equity Interests (within the meaning of Treasury Regulation § 1.956-2(c)(2)) and 100% of the non-voting Equity Interests, if such Subsidiary is a direct Restricted Foreign Subsidiary of a Loan Party, or (y) to the extent that not prohibited by the terms of any Credit Party Organization Document or other agreement governing a Permitted Joint Venture, or non-Wholly Owned Subsidiary such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and non-Wholly Owned Subsidiaries other than, in each case, Unrestricted Subsidiaries (so long as any such agreement governing a Permitted Joint Venture or such non-Wholly Owned Subsidiary’s Organization Documents have not been modified to so preclude such pledge in contemplation of its Subsidiaries shall have otherwise received any such Person becoming a Subsidiary)) to be subject at all times to a first priority, perfected Lien in favor of the foregoing items Collateral Agent, subject only to Permitted Liens described in Sections 7.02(ii), (iii), (iv) and (xiv). Notwithstanding the foregoing, Liens granted pursuant to this Section 6.12 shall be subject to exceptions and limitations consistent with those set forth in the Security Agreements with respect to such owned Real PropertyCollateral thereunder (including, such items shallwithout limitation, promptly after excluding from the receipt thereof, be delivered definition of “Collateral” certain assets subject to the Administrative Agent; andLiens permitted under Section 7.02(xv)). (vii) 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 the Closing Date, a Credit Loan Party shall acquire any intellectual propertypatents, 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 Borrower shall notify the Collateral Agent of the same as required by Section 6.02, provided that if any such acquisition is accomplished by means of a Permitted Acquisition, the Borrower shall promptly (and in any event within three Business Days no later than 30 days after any Responsible Officer consummation of any Credit Party acquires knowledge of the samesuch Permitted Acquisition) notify the Collateral Agent of the same. (ii) 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 mortgage liens subject to no other Liens except for Permitted Liens. Each 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 Credit Parties shall adhere Collateral Agent required to be granted pursuant to the covenants regarding the location of personal property as set forth 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 Collateral DocumentsAgent such title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.12(b) has been complied with. (iii) Notwithstanding anything contained in this Section 6.12(b), the Collateral Agent and the Borrower agree to exclude assets from the Collateral and that the Borrower shall not be required to deliver any Additional Collateral Documents (or any related Surveys, Title Policies, local counsel opinions, life-of-loan flood insurance certificates, flood insurance certificates, and other instruments, certificates and documents) if, as reasonably determined by the Collateral Agent and the Borrower in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the benefit afforded to the Lenders thereby.

Additional Security. Each Credit Party will cause, (i) each parcel Upon the formation or acquisition of its owned Real Property acquired after any Subsidiary by the Restatement Effective Date having a fair market value of $25,000,000 Company or more (except any such parcel as to which other TiVo Party otherwise permitted by the costs of providing a Mortgage are excessive in relation to the benefit afforded to the parties secured therebyLoan Documents, as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon at any time that 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 Collateral Agent or the Required Lenders in their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, provisions contained in the case of owned Real Propertyagreements listed as items 24, title insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents 25 and 44 described on Schedule 5.23 hereof or such other security agreements, pledge agreements, mortgages or any similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion agreement permitted hereunder (collectivelytogether, the “Additional Collateral DocumentsRestrictive Agreements”). In furtherance ) that restrict any Subsidiary of the foregoing terms Company from pledging any of this subparagraph its assets or guaranteeing any obligations of the Company shall have been eliminated or otherwise become inapplicable and (ciii) with respect to any Foreign Subsidiary, at any time that there are no Adverse Tax Consequences (as defined below), upon (A) cause such Subsidiary to guarantee the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment obligations of the Administrative Agent, shall not already be subject Company pursuant to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and guaranty 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 Agent and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, pledge security interests 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 in form 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 substance acceptable to the Administrative Agent, upon the request ) all of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed property and assets including intellectual property (to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable extent not restricted from being so pledged pursuant to any Restrictive Agreement) to the Administrative Agent as to the matters contained in clauses (ii) security for such guarantee, and (iiiB) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, pledge security interests 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 favor of the Administrative Agent as additional Collateral hereunder in its sole discretionall Equity Interests of any such Subsidiary (or if such pledge would result in Adverse Tax Consequences, to such lesser percentage in which a security interest may be granted without resulting in Adverse Tax Consequences, it being understood that on the Collateral Agent date hereof, such percentage is 65% with respect to the Company’s Foreign Subsidiaries). Notwithstanding the foregoing, even if the Company is not then currently subject to any Restrictive Agreements, if the Company determines in the exercise of its reasonable business judgment that it is in the best interests of the Company in connection with the use and marketing of its trademarks and foreign intellectual property to cause any such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each Subsidiary to continue to hold such assets in scope, form and substance satisfactory to the Administrative Agent, provided, however, a bankruptcy remote special purpose entity that to the extent that any Credit Party or is restricted from pledging any of its Subsidiaries shall have otherwise received such assets or guaranteeing any obligations of the foregoing items with respect to such owned Real PropertyCompany, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof so long as no Event of organizational authority, incumbency Default or Potential Event of officers, opinions of counsel Default has occurred 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 Documentscontinuing, the Company shall promptly (and in any event within three Business Days after any Responsible Officer of any Credit Party acquires knowledge of not be required to comply with 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 requirements set forth in clause (A) of this Section 6.01(q). For purposes of this section, “Adverse Tax Consequences” means adverse tax consequences to the Collateral DocumentsCompany under Section 956 (or a successor provision) of the Internal Revenue Code.

Additional Security. Each Credit Party will cause, (i) The Borrower will, and will cause each parcel of its owned Real Property acquired after Subsidiaries which becomes a Subsidiary Guarantor to cause, all or substantially all personal property (other than any personal property expressly excluded from the Restatement Effective Date having a fair market value definition of $25,000,000 or 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 “Collateral” in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an Event of DefaultSecurity Agreement or other Collateral Document), 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 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 Documents, or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall reasonably request in to create or perfect its sole reasonable discretion Liens on the Collateral (collectively, the “Additional Collateral Documents”). In furtherance If the Borrower or any of the foregoing terms of this subparagraph its Subsidiaries (c), upon the acquisition of other than an Excluded Subsidiary) acquires any owned Real Property referred on or after the Closing Date having a fair market value in excess of $2,000,000, the Borrower agrees to promptly (but in no event later than 120 days after the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of acquisition thereof) provide the Administrative Agent for the benefit with written notice of the Secured Parties, then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to setting forth in reasonable detail the Administrative Agent location and a description of 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified acquired. If requested 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 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 Borrower or the other Secured Parties, of counsel for the Credit Parties acceptable applicable Subsidiary Guarantor will cause 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, be delivered to the Collateral Agent with respect to such owned Real Property, a Mortgage or other appropriate instrument under applicable law sufficient to create a valid first priority Lien (except as otherwise permitted by the definition of Permitted Liens) of record on such Real Property title reportsincluding Surveys, surveys and engineeringTitle Policies, soils local counsel opinions, flood insurance certificates, and other reportscustomary instruments, certificates and environmental assessment reportsdocuments, each as are in scope, form and substance satisfactory reasonably requested by the Collateral Agent. In addition, the Borrower will cause, and will cause each of its Subsidiaries that is or becomes a Subsidiary Guarantor to cause, 100% of the Administrative AgentEquity Interests (other than (i) any Equity Interests in any non-wholly owned Subsidiary, provided, however, that but only to the extent that (x) the Organizational Documents or other agreements with other equity holders of such non-wholly owned Subsidiaries do not permit, or otherwise restrict, the pledge of such Equity Interests, or (y) the pledge of such Equity Interests (including any Credit Party exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to the Borrower or a Subsidiary or (ii) any Equity Interests expressly excluded from the definition of “Collateral” in the Security Agreement or other Collateral Document) owned by it of each of its respective direct and indirect Domestic Subsidiaries shall have otherwise received (other than any (i) CFC Holdco or (ii) any Domestic Subsidiary of the foregoing items a CFC) (not to be unreasonably withheld or delayed) and each of its respective Foreign Subsidiaries (that is not a CFC) or, with respect to each Foreign Subsidiary, directly owned by any Loan Party, that is a CFC or any Domestic Subsidiary, directly owned by any Loan Party, that is a CFC Holdco, 65% of each class of Equity Interests entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) and 100% of each class of Equity Interests of such owned Real PropertySubsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) to be subject at all times to a first priority, such items shallperfected Lien in favor of the Collateral Agent, promptly after the receipt thereofsubject only to Permitted Liens described in Section 7.02(iii), be delivered to the Administrative Agent; and(iv) or (xiv). (vii) deliver All such proof of organizational authority, incumbency of officers, opinions of counsel security interests and other documents as is mortgages shall be granted pursuant to documentation consistent with those delivered by each Credit Party pursuant to Section 7.1 the Collateral Documents executed on the Restatement Effective Closing Date or as the Administrative Agent, and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgage liens subject to no other Liens except for Permitted Liens. The Borrower shall cause the Additional Collateral Documents or instruments related thereto to be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Required Lenders Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and shall have requestedpay in full all Taxes, fees and other charges payable in connection therewith. If, subsequent to The Restatement Effective Date, a Credit Party Borrower shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral hereunder or under Agent to assure itself that the Borrower has complied with this Section 6.12(b). (ii) Notwithstanding anything contained in this Section 6.12(b), the Collateral Agent and the Borrower may exclude assets from the Collateral and that the Borrower shall not be required to deliver any of the Additional Collateral Documents, if and to 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 extent, as reasonably determined by the Collateral Agent and the Borrower, the cost of the same. Each of the Credit Parties shall adhere obtaining or perfecting a security interest is excessive in relation to the covenants regarding benefit afforded to the location of personal property as set forth in the Collateral DocumentsFinance Parties thereby.

Additional Security. Each Subject in the case of any Non-U.S. Assets (as defined in the Agreed Security Principles) to the Agreed Security Principles and subpart (b) below, if any Credit Party will causeacquires, owns or holds a fee simple ownership interest in (i) each parcel of its owned any Real Property acquired after on which a Landing Site is located, to the Restatement Effective Date having extent that such Real Property has a fair market value in excess of $25,000,000 or more (except 10,000,000 for any such parcel as to which Real Property and $50,000,000 in the costs of providing aggregate for all such owned Real Property not covered by a Mortgage are excessive (in relation each case, with fair market value determined at the time of acquisition and agreed to by the benefit afforded to the parties secured therebyRequired Lenders), as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and or (ii) upon any personal property that is not at the occurrence of an Event of Defaulttime included in the Collateral, 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 their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected andBorrower will, in the case of owned Real Propertyeach of clauses (i) and (ii) above, title insured Liens promptly notify the Administrative Agent in favor writing of such event, identifying the property or interests in question and referring specifically to the rights of the Collateral Administrative Agent pursuant to and the Collateral Documents Lenders under this Section, and the applicable Credit Party will, within 60 days (or such other security agreements, pledge agreements, mortgages or similar collateral documents as within 120 days in 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 case of any owned Real Property referred located in the United States, or within 150 days in the case of any owned Real Property located in a jurisdiction other than the United States) following request by the Administrative Agent (at the direction of the Required Lenders) (or such later date as the Administrative Agent (at the direction of the Required Lenders) agrees to in the preceding paragraph by any Credit Partyits reasonable discretion), if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject grant to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then assignments, Mortgages or other documents as the Required Lenders reasonably deem appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish shall cause to the Administrative Agent a description of 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 #4848-6974-4858 Agent such proof of organizational authority, incumbency of officers, opinions of counsel local counsel, resolutions (including any necessary member or shareholder resolutions) and other related documents as is consistent (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with those delivered by respect to each Credit Party Mortgaged Real Property pursuant to Section 7.1 on the Restatement Effective Date 6.10(d)(ii) or 6.10(d)(iii) below, as the Administrative Agent, the Collateral Agent or applicable) as may be reasonably requested in writing by the Required Lenders in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents 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 in form and substance reasonably satisfactory to the Collateral Administrative Agent as Collateral hereunder or under any of and 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 DocumentsRequired Lenders.

Additional Security. Each Credit Party will cause, (i) each parcel of its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 7,500,000 or more (except any such parcel as to which the costs of providing a Mortgage 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 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 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 clause (c), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company’s 's expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 Amendment Effective Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to The Restatement 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. Each Credit Party will cause, (i) each parcel of its Subject to subpartclause (b) below, if any Credit Party acquires, owns or holds an interest in any personal property or fee-owned Real Property acquired after not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the Restatement Effective Date having time included in the Collateral and subject to a fair market value Mortgage, the Parent Borrower will promptly (and in any event within forty-five (45) days of $25,000,000 the acquisition thereof (or more (except any such parcel longer period as to which the costs Administrative Agent may agree in its reasonable discretion)) notify the Administrative Agent in writing of providing a Mortgage are excessive such event, identifying the property or interests in relation question and referring specifically 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 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 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 rights of the Collateral Agent pursuant and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within ninety (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 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then such Credit Party shallassignments, at the Company’s expense: (i) within 30 days after such acquisition, furnish to Mortgages or other documents as the Administrative Agent a description of and/or Collateral Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii“Additional Security Documents”) within 45 days after such acquisition, cause the applicable Credit Party to duly and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the agentAdministrative Agent or the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as 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), corporate resolutions, a counterpart to the 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 ClosingThird 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 subsisting perfected 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 required by the Loan Documents, and to otherwise received any of comply with 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 requirements in this Section 7.1 on the Restatement Effective Date or as the Administrative Agent, the Collateral Agent 6.10 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 Security Documents.

Additional Security. Each Credit Party will cause, (i) The Borrower will, and will cause each parcel of its Restricted Subsidiaries which becomes a Guarantor to cause, all of its owned (but not leased) Real Property acquired after the Restatement Effective Date having Properties with a fair market value in excess of $25,000,000 3,000,000 hereafter acquired and all or more substantially all personal property (except other than any such parcel as to which personal property expressly excluded from the costs definition of providing a Mortgage are excessive “Collateral” in relation the Security Agreement), in each case to the benefit afforded to the parties secured therebyextent required by any Collateral Document, as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) 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 Collateral Agent or the Required Lenders in 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 (but not leased) Real Property, title insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents Documents, or such other security agreements, pledge agreements, mortgages 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 With respect to any owned (but not leased) Real Property referred to having a fair market value in the preceding paragraph excess of $3,000,000 acquired by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Loan Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish subsequent to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory Closing Date, Borrower or such Guarantor will cause 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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, delivered to the Collateral Agent with respect to such owned (but not leased) Real Property, a Mortgage or other appropriate instruments under applicable law sufficient to create a valid first priority Lien of record on such Real Property title reportsincluding, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the extent reasonably requested by the Administrative Agent, providedSurveys, howeverTitle Policies, local counsel opin- ions, life-of-loan flood insurance certificates, flood insurance certificates, and other instruments, certificates and documents, as are in form and substance reasonably requested by the Collateral Agent. In furtherance of the foregoing terms of this Section 6.12, the Borrower agrees to promptly, within 30 days provide the Administrative Agent with written notice of the acquisition by the Borrower or any Guarantor of any owned (but not leased) Real Property having a market value greater than $3,000,000 setting forth in reasonable detail the location and a description of the Real Property so acquired. Without limiting the generality of the foregoing, the Borrower will cause, and will cause each of its Restricted Subsidiaries that is or becomes a Guarantor to cause, 100% of the Equity Interests owned by them of each of their respective direct and indirect Wholly Owned Domestic Subsidiaries that are not Unrestricted Subsidiaries, or (x) 65% of such Equity Interests, if such Subsidiary is a direct Restricted Foreign Subsidiary of a Loan Party, or (y) to the extent that not prohibited by the terms of any Credit Party Organization Document or other agreement governing a Permitted Joint Venture, or non-Wholly Owned Subsidiary such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and non-Wholly Owned Subsidiaries other than, in each case, Unrestricted Subsidiaries (so long as any such agreement governing a Permitted Joint Venture or such non-Wholly Owned Subsidiary’s Organization Documents have not been modified to so preclude such pledge in contemplation of its Subsidiaries shall have otherwise received any such Person becoming a Subsidiary)) to be subject at all times to a first priority, perfected Lien in favor of the foregoing items Collateral Agent, subject only to Permitted Liens described in Sections 7.02(iii), (iv), (v) and (xv). Notwithstanding the foregoing, Liens granted pursuant to this Section 6.12 shall be subject to exceptions and limitations consistent with those set forth in the Security Agreements with respect to such owned Real PropertyCollateral thereunder (including, such items shallwithout limitation, promptly after excluding from the receipt thereof, be delivered definition of Collateral certain assets subject to the Administrative Agent; andLiens permitted under Section 7.02(xvi)). (viii) 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 the Closing Date, a Credit Loan Party shall acquire any intellectual propertypatents, 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 Borrower shall notify the Collateral Agent of the same as required by Section 6.02, provided that if any such acquisition is accomplished by means of a Permitted Acquisition, the Borrower shall promptly (and in any event within three Business Days no later than 30 days after any Responsible Officer consummation of any Credit Party acquires knowledge of the samesuch Permitted Acquisition) notify the Collateral Agent of the same. (iii) 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 mortgage liens subject to no other Liens except for Permitted Liens. Each 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 Credit Parties shall adhere Collateral Agent required to be granted pursuant to the covenants regarding the location of personal property as set forth 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 Collateral DocumentsAgent such title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.12(b) has been complied with. (iv) Notwithstanding anything contained in this Section 6.12(b), the Collateral Agent and the Borrower agree to exclude assets from the Collateral and that the Borrower shall not be required to deliver any Additional Collateral Documents (or any related Surveys, Title Policies, local counsel opinions, life-of-loan flood insurance certificates, flood insurance certificates, and other instruments, certificates and documents) if, as reasonably determined by the Collateral Agent and the Borrower in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the benefit afforded to the Lenders thereby.

Additional Security. Each Credit Party will cause, (i) each parcel of its Subject to clause (b) below, if any Credit Party acquires, owns or holds an interest in any personal property or fee-owned Real Property acquired after not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the Restatement Effective Date having a fair market value time included in the Collateral, the Parent Borrower will promptly (and in any event within forty-five (45) days of $25,000,000 the acquisition thereof (or more (except any such parcel longer period as to which the costs Administrative Agent may agree in its reasonable discretion)) notify the Administrative Agent in writing of providing a Mortgage are excessive such event, identifying the property or interests in relation question and referring specifically 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 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 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 rights of the Collateral Agent pursuant and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within ninety (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 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then such Credit Party shallassignments, at the Company’s expense: (i) within 30 days after such acquisition, furnish to Mortgages or other documents as the Administrative Agent a description of and/or Collateral Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii“Additional Security Documents”) within 45 days after such acquisition, cause the applicable Credit Party to duly 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as 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), corporate resolutions, a counterpart to the 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 subsisting perfected 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 required by the Loan Documents, and to otherwise received any of comply with 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 requirements in this Section 7.1 on the Restatement Effective Date or as the Administrative Agent, the Collateral Agent 6.10 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 Security Documents.

Additional Security. Each Credit Party will causeSubject to subpart (b) below, (i) each parcel of its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 event that any Person becomes a Foreign Subsidiary of the Administrative Agent) Borrower, and all of its personal property and (ii) upon the occurrence of an Event of Default, all other assets and properties ownership interests of such Credit Party as Foreign Subsidiary are not covered owned by the original Collateral Documents 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 may be requested non-voting in such first-tier Foreign Subsidiary, in each case, held by the Collateral Agent Borrower or the Required Lenders in their sole reasonable discretion any Guarantor, to be subject at all times to a first priority priority, perfected Lien (subject only to except for Permitted Liens), perfected and, in the case of owned Real Property, title insured Liens ) in favor of the Collateral Agent Administrative Agent, pursuant to the Collateral terms and conditions of the Security Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral 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 its sole reasonable discretion (collectivelyany securities, instruments or other personal property which is not already subject to the Lien granted in the Security Agreement and which is required to become subject to the Security Documents in accordance with the terms thereof, the “Additional Collateral Borrower will promptly notify the Administrative Agent in writing of such event as required under the Security Documents”). In furtherance , identifying the property or interests in question and referring specifically to the rights of the foregoing terms of Administrative Agent and the Lenders under this subparagraph (c)Section and the relevant Security Document, upon and the acquisition of any owned Real Property referred to in the preceding paragraph Credit Party will, or will cause such Subsidiary to, within 30 days following request by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject grant to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such personal property pursuant to the terms of such security agreements, then assignments, 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, at the Company’s expense: (i) within 30 days after such acquisition, furnish shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a description Perfection Certificate, consents of the owned Real Property so acquired in detail satisfactory to landlords, Landlord’s Agreements and other related documents as may be reasonably requested by the Administrative Agent; (ii) within 45 days after Agent in connection with the execution, delivery and recording of any such acquisitionAdditional Security Document or joinder, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds all of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and 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. Each Credit (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 the Lien of such Security Document upon acquisition thereof and (y) assets constituting Excluded Property, such Loan Party will cause, (i) each parcel 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) Each Loan Party will furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure, (C) in any Loan Party’s organizational identification number (to the extent relevant in the applicable jurisdiction of organization) and (D) in any Loan Party’s jurisdiction of organization; provided, that the Borrowers shall not effect or permit any such change unless all filings have been made, or will have been made within thirty (30) days following such change (or such longer period as the Collateral Agent may agree in its sole discretion), under 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, legal and perfected security interest in all the Collateral in which a security interest may be perfected by such filing, for the benefit of the Credit Parties. Notwithstanding anything to the contrary in this Agreement or in the other Loan Documents, the Collateral and Guarantee Requirement and the other provisions of this Section 8.14 and the other Loan Documents with respect to Collateral need not be satisfied with respect to any of the following (collectively, the “Excluded Property”): (i) any fee-owned Real Property acquired after real property; (ii) motor vehicles and other assets subject to certificates of title; (iii) letter of credit rights (other than to the Restatement Effective Date having extent that a fair market 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 $25,000,000 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 more 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 (except 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 which could require governmental (including regulatory) consent, approval, license or authorization to be pledged (unless such parcel 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 providing a Mortgage obtaining such security interest or perfection thereof are excessive in relation to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion value of the Administrative Agent) and all of its personal property and (ii) 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 Collateral Agent or the Required Lenders in their sole reasonable discretion security to be subject at all times afforded thereby; (viii) “intent-to-use” trademark applications prior 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 a “Statement of notices and the endorsement of notices on title documents) as may be necessary Use” or advisable in the opinion of the Administrative Agent “Amendment 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 Allege Use” with respect to such owned Real Property title reportsthereto, 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 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 Credit Party 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 franchises, charters and authorizations, to the extent Liens and security interests therein are prohibited or restricted thereby, 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; (xi) 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 shall have otherwise received any of the foregoing items as reasonably determined by BGI in consultation with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and and (vixiii) deliver such proof of organizational authorityany tax benefits, incumbency of officersescrow accounts, opinions of counsel fiduciary or trust accounts and funds and other property held in or maintained in such accounts in the ordinary course of business; provided, that the Borrower may in its sole discretion elect to exclude any property from the definition of “Excluded Property.” In addition, in no event shall (1) control agreements or control, lockbox or similar agreements or arrangements be required with respect to deposit accounts, securities accounts or commodities accounts, (2) landlord, mortgagee and bailee waivers or subordination agreements be required, (3) notices be required to be 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 perfection of the security interest in any Intellectual Property. Notwithstanding anything herein to the contrary, (A) the Collateral Agent may 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, in consultation with the Borrowers, that perfection or obtaining of such items cannot reasonably be accomplished without undue effort or expense or is consistent with those delivered otherwise impracticable by each Credit Party the time or times at and/or in the form 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 Section 7.1 on the Restatement Effective Date to, or as the Administrative Agentany other requirements of, the Collateral Agent or and Guarantee Requirement and the Required Lenders Security Documents shall have requested. If, subsequent be subject 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 (exceptions 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 limitations set forth in the Collateral Security Documents.

Additional Security. Each Credit Party will cause, (i) each parcel of its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 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 Administrative Agent or the Required Lenders in their sole reasonable discretion 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 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 Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this subparagraph paragraph (cd), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties (subject only to Permitted Liens), then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense: (i) within 30 thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds 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 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 Credit 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 45 sixty (60) days up to a maximum of 90 ninety (90) days; (iii) within 60 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 the 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 60 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 45 sixty (60) days up to a maximum of 90 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 Restatement Effective Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to The Restatement Effective the Execution 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 (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. Each Credit Party will cause, (i) each parcel of its With respect to any owned Real Property acquired after the Restatement Effective Date having a fair market value in excess of $25,000,000 or more (except 5,000,000 acquired by any such parcel as to which the costs of providing a Mortgage are excessive in relation Loan Party subsequent to the benefit afforded Closing Date, such Person will cause to be delivered to the parties secured therebyCollateral Agent with respect to such Real Property documents, as determined in the reasonable discretion instruments and other items of the types customarily required by lenders in transactions similar to the transactions contemplated herein, all in form, content and scope reasonably satisfactory to the Collateral Agent. In furtherance of the foregoing terms of this Section 6.12, the Borrower agrees to promptly provide the Administrative AgentAgent with (i) and all written notice of the acquisition by the Borrower or any of its personal property Subsidiaries of any owned Real Property having a market value greater than $5,000,000, setting forth in reasonable detail the location and a description of the asset(s) so acquired and (ii) upon a completed life-of-loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such owned Real Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the occurrence of an Event of Default, all other assets Borrower and properties each Loan Party relating thereto) and if any improvements on any such owned Real Property are designated a “flood hazard area,” evidence of such Credit Party as are not covered by the original Collateral Documents and flood insurance as may be requested required under the Flood Insurance Laws in form and substance reasonably acceptable to the Administrative Agent. Without limiting the generality of the foregoing, the Borrower will cause, and the Borrower will cause each of their respective Subsidiaries to cause, 100% of the Equity Interests of each of their respective direct and indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries) (or (x) 65% of such Equity Interests that are Voting Securities, if such Subsidiary is a direct Foreign Subsidiary, or (y) to the extent not prohibited by the Collateral Agent terms of any Organization Document or the Required Lenders other agreement governing a Permitted Joint Venture, such percentage as is equal to their respective ratable ownership of all Equity Interests in their sole reasonable discretion Permitted Joint Ventures and non-Wholly-Owned Subsidiaries) to be subject at all times to a first priority (subject only to Permitted Liens)priority, perfected and, in the case of owned Real Property, title insured Liens Lien 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of 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 deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 conditions of the Collateral Agent designated by itDocuments, subject only to Permitted Liens described in Section 7.02(iii) 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; or (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 the Closing Date, a Credit Loan Party shall acquire any intellectual propertypatents, trademark registrations, service ▇▇▇▇ registrations, registered tradenames, copyright registrations, any applications relating 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, with an aggregate value in excess of $5,000,000, the Company Borrower shall promptly (and in any event within three fifteen Business Days after any Responsible Officer of any Credit Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit 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 that is consistent with the Collateral Documents executed on the Closing Date and otherwise reasonably satisfactory in form and substance to the Collateral Agent (collectively, the “Additional Collateral Documents”) 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 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 Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.12(b) has been complied with.

Additional Security. Each Subject to subpart (b) below, if any Credit Party will causeacquires, owns or holds an interest in (i) each parcel of its owned any Real Property acquired after on which a Landing Site is located, to the Restatement Effective Date having extent that such Real Property has a fair market value in excess of $25,000,000 or more (except 5,000,000 for any such parcel as to which Real Property and $10,000,000 in the costs of providing aggregate for all such Real Property not covered by a Mortgage are excessive (in relation each case, with fair market value determined at the time of acquisition and agreed to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion of by the Administrative Agent) and all of its personal property and ), or (ii) upon any personal property that is not at the occurrence of an Event of Defaulttime included in the Collateral, 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 their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected andBorrower will, in the case of owned Real Propertyeach of clauses (i) and (ii) above, title insured Liens promptly notify the Administrative Agent in favor writing of such event, identifying the Collateral Agent pursuant property or interests in question and referring specifically 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment rights of the Administrative AgentAgent and the Lenders under this Section, shall not already be subject and the applicable Credit Party will, within 60 days (or within 120 days in the case of any Real Property located in the United States, or within 150 days in the case of any Real Property located in a jurisdiction other than the United States) following request by the Administrative Agent (or such later date as the Administrative Agent agrees to a perfected first priority deed of trust or mortgage lien in favor of its reasonable discretion), grant to the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then assignments, Mortgages or other documents as the Administrative Agent reasonably deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish shall cause to be delivered to the Administrative Agent such opinions of local counsel, resolutions (including, without limitation, any necessary member or shareholder resolutions), a description Perfection Certificate and other related documents (including, in the case of any Real Property that becomes subject to a Mortgage, all of the owned items required to be provided with respect to each Mortgaged Real Property so acquired pursuant to Section 6.10(d)(ii) or 6.10(d)(iii) below, as applicable) as may be reasonably requested by the Administrative Agent in detail 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; (ii) within 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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. Each If any Credit Party at any time acquires, owns or holds an interest in any personal property of a type included in the Collateral that is not at the time included in the Collateral, the Borrower will causepromptly notify the Administrative Agent in writing of such event, (i) each parcel of its owned Real Property acquired after identifying the Restatement Effective Date having a fair market value of $25,000,000 property or more (except any such parcel as to which the costs of providing a Mortgage are excessive interests in relation question and referring specifically to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion rights of the Administrative Agent) Agent and all of its personal property the Lenders under this Section, and (ii) 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 Collateral Agent will, or the Required Lenders in their sole reasonable discretion will cause such Subsidiary to be subject at all times grant 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured Parties, then Creditors a Lien on such personal property no later than fifty (50) days following the last day of the PAC REIT’s fiscal quarter during which such Credit Party shallhas acquired or otherwise becomes the holder or owner of such personal property, at or in the Company’s expense: 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 (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 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 after (or such acquisition, furnish to longer period as the Administrative Agent may agree) of such Required Collateral Delivery Date), but not less than a description pledge of 49% of such the owned Equity Interests issued by such Real Property so acquired in detail satisfactory to the Administrative Agent; Estate Subsidiary, (ii) within 45 days after 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 acquisitionEquity Interests, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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 acquisitionMezzanine Loan Documentation or Notes Receivable Documentation shall consist of a Collateral Assignment of Loan Documents, 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 unless in the opinion case of the Administrative Agent to vest in the Collateral Agent each of clauses (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Propertyi), 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), 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) above and as through (iii)), pursuant to the terms of such security agreements, pledge agreements, assignments, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other matters documents as the Administrative Agent may reasonably request; provided that 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 maysuch opinions of local counsel, in its reasonable discretionorganizational documents, extend such time period from 45 days up good standing certificates, corporate resolutions, searches (including UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to a maximum of 90 days; (v) be physically delivered to the Administrative Agent thereunder, and other related documents as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of may be reasonably requested by the Administrative Agent in its sole discretionconnection with the execution, to the Collateral Agent with respect to delivery and recording of any such owned Real Property title reportsAdditional Security Document or joinder, surveys and engineering, soils and other reports, and environmental assessment reports, each all of which documents shall be in scope, form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, provided, however, that the provisions of this Section 6.10(a) shall not apply to (x) any Equity Interests in New Market-▇▇▇▇▇▇▇▇ owned by the extent that any Credit Party PAC REIT or any of its Subsidiaries shall have otherwise received 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 foregoing items with respect to such owned Real Property▇▇▇▇▇▇▇▇ Interim Loan Agreement, such items shall, promptly after the receipt thereof, be delivered this Section 6.10(a) shall apply to the Administrative Agentproperty 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; and (vi) deliver provided that upon 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 a Subsidiary owning or as the Administrative Agent, the Collateral Agent holding an interest in any Real Property or the Required Lenders shall have requested. If, subsequent to The Restatement Effective Date, a Credit Party shall acquire any intellectual personal property, securitiesthis Section 6.10(a) shall apply, instruments, chattel paper or other personal property required to and (z) any Equity Interests in any Subsidiary whose assets consist solely of Equity Interests in another Subsidiary. This Section shall also be delivered subject to the Collateral Agent last sentence of Section 6.09, 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 Documentsapplicable.

Additional Security. Each Credit Party will cause, (i) each parcel of its owned Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 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 their sole reasonable discretion 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 other means of 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 (cd), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 60 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds 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 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 Credit 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 45 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 45 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 Restatement Effective Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to The Restatement 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. Each Subject to subpart (b) below, if any Credit Party will causeacquires, owns or holds an interest in any fee-owned Real Property not (i) each parcel of its owned constituting Excluded Real Property acquired after the Restatement Effective Date having a fair market value of $25,000,000 or 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 Excluded Collateral and (ii) upon at the occurrence time included in the Collateral and subject to a Mortgage, the Parent Borrower will promptly (and in any event within forty-five (45) days of an Event of Default, all other assets and properties the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such Credit Party as are not covered by event, identifying the original Collateral Documents property or interests in question and as may be requested by referring specifically to the Collateral Agent or the Required Lenders in 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 rights of the Collateral Agent pursuant and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within ninety (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 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 owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured PartiesCreditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, then such Credit Party shallassignments, at the Company’s expense: (i) within 30 days after such acquisition, furnish to Mortgages or other documents as the Administrative Agent a description of and/or Collateral Agent reasonably deems appropriate (collectively, the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii“Additional Security Documents”) within 45 days after such acquisition, cause the applicable Credit Party to duly or execute and deliver a joinder to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents each applicable existing Security Document 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 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; (iiiy) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action the agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as 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 valid, perfected and subsisting enforceable 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 Agentproperty. Furthermore, 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 Parent Borrower or 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 cause to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver Agent and the Collateral Agent such proof of organizational authority, incumbency of officers, opinions of counsel (including local counsel), corporate resolutions, a counterpart to the Intercompany Note and other related documents as is consistent with those delivered may be reasonably requested by each Credit Party pursuant to Section 7.1 on the Restatement Effective Date or as the Administrative Agent, the Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or the Required Lenders joinder, all of which documents 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 in form and substance reasonably satisfactory to the Administrative Agent and/or 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 DocumentsAgent.

Additional Security. Each Credit Party will cause, (i) The Borrower will, and will cause each parcel of its owned Real Property acquired after Subsidiaries which is, or becomes, a Subsidiary Guarantor to cause, all or substantially all personal property (other than any personal property expressly excluded from the Restatement Effective Date having a fair market value definition of $25,000,000 or 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 “Collateral” in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an Event of DefaultSecurity Agreement or any other Collateral Document), 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 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 for the benefit of the Finance Parties pursuant to the Collateral Documents Documents, or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall reasonably request in to create or perfect its sole reasonable discretion Liens on the Collateral (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this subparagraph (c), upon the acquisition of event that any Loan Party acquires any owned Real Property referred after the Closing Date having a fair market value in excess of […***…], the Borrower agrees to promptly (but in no event later than thirty (30) days after the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of acquisition thereof) provide the Administrative Agent for the benefit with written notice of the Secured Parties, then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to setting forth in reasonable detail the Administrative Agent location and a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause acquired. The Borrower or the applicable Credit Party Subsidiary Guarantor will cause to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of 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 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, delivered to the Collateral Agent with respect to such owned Real Property Property, a Mortgage or other appropriate instrument under applicable law sufficient to create a valid first priority Lien (except as otherwise permitted by the definition of Permitted Liens) of record on such Real Property, as well as Surveys, title reportsinsurance policies, surveys and engineeringlocal counsel opinions, soils flood insurance certificates, and other reportscustomary instruments, certificates and environmental assessment reportsdocuments, each as are in scope, form and substance satisfactory to reasonably requested by the Administrative Collateral Agent. Without limiting the generality of the foregoing, providedthe Borrower will cause, however, that to the extent that any Credit Party or any and will cause each of its Subsidiaries shall have otherwise received any that is or becomes a Subsidiary Guarantor to cause, 100% of the foregoing items Equity Interests owned by them of each of their respective direct and indirect Domestic Subsidiaries (other than any (i) CFC Holdco or (ii) any Domestic Subsidiary of a CFC or a CFC Holdco) and, with respect to each Foreign Subsidiary that is a CFC or a CFC Holdco, 65% of each class of Equity Interests entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) directly owned by the Borrower or a Subsidiary Guarantor and 100% of each class of Equity Interests of such CFC or CFC Holdco not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) directly owned Real Propertyby the Borrower or a Subsidiary Guarantor, such items shallin each case, promptly after to be subject at all times to a first priority, perfected Lien in favor of the receipt thereofCollateral Agent, be delivered subject only to the Administrative Agent; andPermitted Liens described in Section 7.02(ii), (iii), (iv), (xv), (xxiv) or (xxv). (vii) deliver All such proof of organizational authority, incumbency of officers, opinions of counsel security interests and other documents as is mortgages shall be granted pursuant to documentation consistent with those delivered by each Credit Party pursuant to Section 7.1 the Collateral Documents executed on the Restatement Effective Closing Date or as the Administrative Agent, and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgage liens subject to no other Liens except for Permitted Liens. The Additional Collateral Documents or the Required Lenders instruments related thereto shall have requestedbeen 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. If, subsequent to The Restatement Effective Date, a Credit Party Borrower shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral hereunder or under Agent to assure itself that this Section 6.12(b) has been complied with. (ii) Notwithstanding anything contained in this Section 6.12(b), the Collateral Agent and the Borrower may exclude assets from the Collateral and that the Borrower shall not be required to deliver any of the Additional 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 if, as reasonably determined by the Collateral Agent and the Borrower, the cost of the same. Each of the Credit Parties shall adhere obtaining or perfecting a security interest is excessive in relation to the covenants regarding benefit afforded to the location of personal property as set forth in the Collateral DocumentsFinance Parties thereby.