Common use of Secured Debt Clause in Contracts

Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to each holder of First Lien Obligations of a Series of First Lien Debt that is issued or incurred after the date hereof (or that is incurred prior to the date of this Agreement and constitutes Secured Obligations under and as defined in the First Lien Security Agreement) that: (1) holds First Lien Obligations that constitute First Lien Debt in accordance with clause (1) of the definition of “First Lien Debt” contained herein, or are identified as First Lien Debt in accordance with the procedures set forth in Section 3.9(b); (2) signs, through its designated First Lien Representative identified pursuant to Section 3.9(b), a Joinder; and (3) delivers a Lien Sharing and Priority Confirmation; provided that the actions required by preceding clauses (2) and (3), and following Section 3.9(b), shall not be required to be taken with respect to First Lien Debt as described in clause (1) of the definition of “First Lien Debt” contained herein. (b) The Company will be permitted to designate as an additional holder of First Lien Debt hereunder each Person who is, or who becomes, the holder of First Lien Debt which is incurred in accordance with the terms hereof (including the definition of First Lien Debt) as additional First Lien Debt. The Company may effect such designation by delivering to the Collateral Trustee each of the following: (1) an Officer’s Certificate describing in reasonable detail the respective First Lien Debt and stating that the Company or such other Grantor has incurred or intends to incur such obligations as additional First Lien Debt (“Additional Secured Debt”) which will permitted by each applicable First Lien Debt Document to be incurred and secured by a Lien Equally and ratably with all previously existing and future First Lien Debt; and (2) a written notice specifying the name and address of the First Lien Representative for such series of Additional Secured Debt for purposes of Section 8.5. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor to incur additional Indebtedness or grant additional Liens unless, in each case, otherwise permitted by the terms of all applicable First Lien Debt Documents. (c) With respect to any Series of First Lien Debt incurred after the date of this Agreement, the Company and each of the Grantors agrees to take such actions (if any) as may from time to time reasonably be requested by the Collateral Trustee, any First Lien Representative or any Act of Required First Lien Debt Holders, and enter into such technical amendments, modifications and/or supplements to the then existing guarantees and First Lien Security Documents (or execute and deliver such additional First Lien Security Documents) as may from time to time be reasonably requested by the Directing First Lien Representative (including as contemplated by clause (d) below), to ensure that the relevant additional First Lien Obligations, are secured by, and entitled to the benefits of, the relevant First Lien Security Documents, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional First Lien Security Documents). The Company and each Grantor hereby further agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.9(c) or (d), all such amounts shall be paid by, and shall be for the account of, the Company and the respective Grantors, on a joint and several basis. (d) Without limitation of the foregoing, the Company and each of the Grantors agrees to take the following actions with respect to all Additional Secured Debt. (1) with respect to any real property Collateral: (a) The Company and the Guarantors shall enter into, and deliver to the Collateral Trustee, a mortgage modification or new Mortgage with regard to each Real Estate Asset (as such term is defined in the Existing Credit Agreement) subject to a Mortgage (each a “Mortgaged Property”) at the time of such incurrence, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Directing First Lien Representative; (b) The Company or the applicable Guarantor will cause to be delivered a local counsel opinion with respect to each such Mortgaged Property entered into pursuant to clause (a) above in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Directing First Lien Representative; (c) The Company or the applicable Guarantor will cause a title company to have delivered to the Collateral Trustee an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, date down(s) (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the priority of the Lien of the applicable Mortgage(s) as security for the First Lien Obligations has not changed and if a new Mortgage is entered into, that the Lien of such new Mortgage securing the First Lien Debt then being incurred shall have the same priority as any existing Mortgage securing then existing First Lien Obligations, (ii) since the later of the original date of such title insurance product and the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional Indebtedness, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable Mortgage(s), in each case other than with respect to Liens permitted by each First Lien Debt Document; and (d) the Company or the applicable Guarantor will, at the request of the Directing First Lien Representative, deliver to the approved title company, the Collateral Trustee and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of (i) the Lien of the Mortgages as security for the First Lien Obligations and (ii) any other Mortgages which secure First Lien Debt. (2) with respect to any personal property Collateral: (a) The Company and the Guarantors shall enter into, and deliver to the Collateral Trustee, in the sole discretion of the Directing First Lien Representative, either (x) amendments to this Agreement and the First Lien Security Documents that permit the obligations with respect to such First Lien Debt to be secured pari passu with the then existing First Lien Obligations or (y) additional security and collateral documents which are substantially similar to the First Lien Security Documents, in each case, in a form reasonably satisfactory to the Directing First Lien Representative; (b) The Company or the applicable Guarantor will cause to be delivered opinions of local and other counsel with respect to such personal property Collateral in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Directing First Lien Representative; and (c) the Company or the applicable Guarantor will, upon the request of the Directing First Lien Representative, take all actions reasonably necessary to maintain the continuing priority of the Liens securing the First Lien Obligations such that all Liens securing First Lien Debt shall have the same priority as any existing Liens securing the First Lien Obligations prior to the incurrence of such Additional Secured Debt and the priority of the Liens security the First Lien Obligations shall not be affected by the incurrence of the Additional Secured Debt.

Secured Debt. (a) The Collateral Trustee Agent will, as collateral trustee agent hereunder, perform its undertakings set forth in Section 3.1(a) obligations hereunder with respect to each holder of First Lien Secured Obligations of a Series of First Lien Secured Debt that is issued or incurred after the date hereof (or that is incurred prior to the date of this Agreement and constitutes Secured Obligations under and as defined in the First Lien Security Agreement) that: (1) holds First Lien Obligations that constitute First Lien Existing Secured Debt in accordance with clause (1) of the definition of “First Lien Debt” contained herein, or are Additional Secured Debt identified as First Lien Debt such in accordance with the procedures set forth in Section 3.9(b3.8(b); (2) signs, through its designated First Lien Secured Representative identified pursuant to Section 3.9(b3.8(b), a Joinder; and (3) delivers is evidenced or governed by an indenture, credit agreement, loan agreement, note agreement, hedge agreement, promissory note or other agreement or instrument that includes a Lien Sharing and Priority Confirmation, and its designated Secured Representative identified pursuant to Section 3.8(b) delivers a true and correct copy of such agreement or instrument; provided that the actions required by preceding clauses (2) and (3), and the following Section 3.9(b3.8(b), shall not be required to be taken with respect to First Lien Debt as described in clause (1) of the definition of “First Lien Existing Secured Debt” contained herein. (b) The Company will be permitted to designate as an additional holder of First Lien Secured Debt hereunder each Person who is, or who becomes, the holder of First Lien Debt which is incurred in accordance with the terms hereof (including the definition of First Lien Debt) as additional First Lien Additional Secured Debt. The Company may effect such designation by delivering to the Collateral Trustee Agent each of the following: (1) an Officer’s Certificate describing in reasonable detail the respective First Lien Additional Secured Debt and (A) stating that the Company or such other Grantor has incurred or intends to incur such obligations as additional First Lien Debt (“Additional Secured Debt”) ” which is or will be permitted by this Agreement and each other applicable First Lien Secured Debt Document to be incurred and secured by a Lien Equally and ratably with all previously existing and future First Lien DebtSecured Debt and (B) to the extent such Additional Secured Debt is Refinancing Indebtedness, certifying that such Refinancing Indebtedness satisfies the criteria therefor set forth in the definition of “Existing Indenture”; and (2) a written notice specifying the name and address of the First Lien Secured Representative for such series of Additional Secured Debt for purposes of Section 8.58.6. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor to incur additional Indebtedness or grant additional Liens unless, in each case, otherwise permitted by the terms of all applicable First Lien Secured Debt Documents. (c) With respect to any Series of First Lien Debt incurred after the date of this AgreementAdditional Secured Debt, the Company and each of the Grantors agrees to take such actions (if any) as may from time to time be necessary or reasonably be requested by the Collateral TrusteeAgent, any First Lien Secured Representative or any Act of Required First Lien Secured Debt Holders, and enter into such technical amendments, modifications and/or supplements to the then existing guarantees and First Lien Security Documents (or execute and deliver such additional First Lien Security Documents) as may from time to time be necessary or reasonably requested by the Directing First Lien Representative Collateral Agent (including as contemplated by clause (d) below), to ensure that the relevant additional First Lien Obligations, are Additional Secured Debt is secured by, and entitled to the benefits of, the relevant First Lien Security Documents, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee Agent to enter into, any such technical amendments, modifications and/or supplements (and additional First Lien Security Documents). The Company and each Grantor hereby further agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.9(c3.8(c) or or (d), ) all such amounts shall be paid by, and shall be for the account of, the Company and the respective Grantors, on a joint and several basis. (d) Without limitation of the foregoing, the Company and each of the Grantors agrees to take the following actions with respect to all Additional Secured Debt. (1) with respect to any real property Collateral: (a) The Company and the Guarantors shall enter into, and deliver to the Collateral Trustee, a mortgage modification or new Mortgage with regard to each Real Estate Asset (as such term is defined in the Existing Credit Agreement) subject to a Mortgage (each a “Mortgaged Property”) at the time of such incurrence, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Directing First Lien Representative; (b) The Company or the applicable Guarantor will cause to be delivered a local counsel opinion with respect to each such Mortgaged Property entered into pursuant to clause (a) above in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Directing First Lien Representative; (c) The Company or the applicable Guarantor will cause a title company to have delivered to the Collateral Trustee an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, date down(s) (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the priority of the Lien of the applicable Mortgage(s) as security for the First Lien Obligations has not changed and if a new Mortgage is entered into, that the Lien of such new Mortgage securing the First Lien Debt then being incurred shall have the same priority as any existing Mortgage securing then existing First Lien Obligations, (ii) since the later of the original date of such title insurance product and the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional Indebtedness, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable Mortgage(s), in each case other than with respect to Liens permitted by each First Lien Debt Document; and (d) the Company or the applicable Guarantor will, at the request of the Directing First Lien Representative, deliver to the approved title company, the Collateral Trustee and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of (i) the Lien of the Mortgages as security for the First Lien Obligations and (ii) any other Mortgages which secure First Lien Debt. (2) with respect to any personal property Collateral: (a) The Company and the Guarantors shall enter into, and deliver to the Collateral Trustee, in the sole discretion of the Directing First Lien Representative, either (x) amendments to this Agreement and the First Lien Security Documents that permit the obligations with respect to such First Lien Debt to be secured pari passu with the then existing First Lien Obligations or (y) additional security and collateral documents which are substantially similar to the First Lien Security Documents, in each case, in a form reasonably satisfactory to the Directing First Lien Representative; (b) The Company or the applicable Guarantor will cause to be delivered opinions of local and other counsel with respect to such personal property Collateral in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Directing First Lien Representative; and (c) the Company or the applicable Guarantor will, upon the request of the Directing First Lien Representative, take all actions reasonably necessary to maintain the continuing priority of the Liens securing the First Lien Obligations such that all Liens securing First Lien Debt shall have the same priority as any existing Liens securing the First Lien Obligations prior to the incurrence of such Additional Secured Debt and the priority of the Liens security the First Lien Obligations shall not be affected by the incurrence of the Additional Secured Debt.

Secured Debt. (a) The Collateral Trustee will, as collateral trustee Collateral Trustee hereunder, perform its undertakings set forth in Section 3.1(a) obligations hereunder with respect to each holder of First Lien Obligations of a Series of First Lien Debt that is issued or incurred after the date hereof (or that is incurred prior to the date of this Agreement and constitutes Secured Obligations under and as defined in the First Lien Security Agreement) Party that: (1) holds First Lien Obligations that constitute First Lien Existing Secured Debt in accordance with clause (1) of the definition of “First Lien Debt” contained herein, or are Additional Secured Debt identified as First Lien Debt such in accordance with the procedures set forth in Section 3.9(b3.8(b); (2) signs, through its designated First Lien Secured Representative identified pursuant to Section 3.9(b3.8(b), a Joinder; and (3) delivers is evidenced or governed by an indenture, credit agreement, loan agreement, note agreement, hedge agreement, promissory note or other agreement or instrument that includes a Lien Sharing and Priority Confirmation, and its designated Secured Representative identified pursuant to Section 3.8(b) delivers a true and correct copy of such agreement or instrument; provided that the actions required by preceding clauses (2) and (3), and the following Section 3.9(b3.8(b), shall not be required to be taken with respect to First Lien Debt as described in clause (1) of the definition of “First Lien Existing Secured Debt” contained herein. (b) The Company Issuers will be permitted to designate as an additional holder of First Lien Secured Debt hereunder each Person who is, or who becomes, the holder of First Lien Debt which is incurred in accordance with the terms hereof (including the definition of First Lien Debt) as additional First Lien Additional Secured Debt. The Company Issuers may effect such designation by delivering to the Collateral Trustee each of the following: (1) an Officer’s Certificate describing in reasonable detail the respective First Lien Additional Secured Debt and (A) stating that the Company an Issuer or such other Grantor has incurred or intends to incur such obligations as additional First Lien Debt (“Additional Secured Debt”) ” which is or will be permitted by this Agreement and each other applicable First Lien Secured Debt Document to be incurred and secured by a Lien Equally and ratably with all previously existing and future First Lien DebtSecured Debt and (B) to the extent such Additional Secured Debt is Refinancing Indebtedness, certifying that such Refinancing Indebtedness satisfies the criteria therefor set forth in the definition of “Existing Indenture”; and (2) a written notice specifying the name and address of the First Lien Secured Representative for such series of Additional Secured Debt for purposes of Section 8.57.5. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company Issuers or any other Grantor to incur additional Indebtedness or grant additional Liens unless, in each case, otherwise permitted by the terms of all applicable First Lien Secured Debt Documents; provided that in the case of a transaction entered into under a Specified Secured Hedge Agreement, the foregoing requirement shall be deemed satisfied if, at or as of the time such transaction is entered into, the counterparty thereto has received or been deemed to have received a representation from the Company or a Subsidiary to the effect that the execution of such transaction does not violate the terms of the Notes Documents or cause any default thereunder. With respect to related Hedge Agreement Documents that constitute confirmations and transactions from time to time entered into under a single master agreement, one Officer’s Certificate may be delivered with respect to such master agreement and all confirmations and transactions from time to time entered into thereunder (whether such confirmations or transactions have been or are entered into prior to, on or after delivery of such Officer’s Certificate). (c) With respect to any Series of First Lien Debt incurred after the date of this AgreementAdditional Secured Debt, the Company Issuers and each of the Grantors agrees to take such actions (if any) as may from time to time be necessary or reasonably be requested by the Collateral Trustee, any First Lien Secured Representative or any Act of Required First Lien Secured Debt Holders, and enter into such technical amendments, modifications and/or supplements to the then existing guarantees and First Lien Security Documents (or execute and deliver such additional First Lien Security Documents) as may from time to time be necessary or reasonably requested by the Directing First Lien Representative Collateral Trustee (including as contemplated by clause (d) below), to ensure that the relevant additional First Lien Obligations, are Additional Secured Debt is secured by, and entitled to the benefits of, the relevant First Lien Security Documents, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional First Lien Security Documents). The Company Issuers and each other Grantor hereby further agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.9(c3.8(c) or (d), all such amounts shall be paid by, and shall be for the account of, the Company Issuers and the respective Grantors, on a joint and several basis. (d) Without limitation of the foregoing, the Company Issuers and each of the other Grantors agrees to take the following actions with respect to all Additional Secured Debt. (1) with respect to any real property Collateral: (aA) The Company and the Guarantors applicable Grantor shall enter into, into and deliver to the Collateral Trustee, a mortgage modification or new Mortgage with regard to each Material Real Estate Asset Property (as such term is defined in the Existing Credit AgreementIndenture) that is required to be subject to a Mortgage (each a “Mortgaged Property”) under any Secured Debt Document and is not otherwise an Excluded Asset (as such term is defined in the Existing Indenture) and is at the time of such incurrence, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Directing First Lien Collateral Trustee and each Secured Representative; (bB) The Company or If required under any Secured Debt Documents, the applicable Guarantor Grantor will cause to be delivered a local and other counsel opinion opinions (subject to customary assumptions and qualifications) with respect to each such Mortgaged Property entered into pursuant to clause (a) above in form and substance, and issued by law firmsfirm(s), in each case, reasonably satisfactory to the Directing First Lien RepresentativeCollateral Trustee; provided that nothing shall preclude such legal opinion or opinions from being delivered on a post-closing basis after the incurrence of such Additional Secured Debt if permitted by the Secured Representative for such Additional Secured Debt; (cC) The Company or the applicable Guarantor Grantor will cause a title company to have delivered to the Collateral Trustee an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, Parties or date down(s) (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the priority of the Lien of the applicable Mortgage(s) as security for the First Lien Secured Obligations has not changed and if a new Mortgage is entered into, that the Lien of such new Mortgage securing the First Lien Secured Debt then being incurred shall have the same priority as any existing Mortgage securing then existing First Lien Secured Obligations, (ii) since the later of the original date of such title insurance product and the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional IndebtednessAdditional Secured Debt, there has been no material adverse change in the condition of title and (iii) there are no intervening liens or encumbrances Liens which may then or thereafter take priority over the Lien of the applicable Mortgage(s), in each case other than with respect to Liens permitted by each First Lien Secured Debt Document; and (dD) the Company or the The applicable Guarantor will, at the request of the Directing First Lien Representative, Grantor will deliver to the approved title company, company and the Collateral Trustee and/or all other relevant third parties all other items reasonably necessary or requested by the Collateral Trustee to maintain the continuing first priority (subject to Permitted Priority Liens) of (i) the Lien of the Mortgages as security for the First Lien Secured Obligations and (ii) any other Mortgages which secure First Lien Secured Debt. (2) with respect to any personal property Collateral: (aA) The Company Issuers and the Guarantors Grantors shall enter into, and deliver to the Collateral Trustee, in the sole discretion of the Directing First Lien Representative, Trustee either (x) amendments to this Agreement and the First Lien Security Documents that permit the obligations with respect to such First Lien Secured Debt to be secured pari passu with the then existing First Lien Secured Obligations or (y) additional security and collateral documents which are substantially similar to the First Lien Security Documents, in each case, in a form reasonably satisfactory to the Directing First Lien Collateral Trustee and and each Secured Representative; (bB) The Company or If required under the applicable Guarantor Secured Debt Documents, applicable Grantor will cause to be delivered opinions of local and other counsel (subject to customary assumptions and qualifications) with respect to such personal property Collateral Collateral, in form and substance, and issued by law firmsfirm(s), in each case, reasonably satisfactory to the Directing First Lien RepresentativeCollateral Trustee; andprovided that nothing shall preclude such legal opinion or opinions from being delivered on a post-closing basis after the incurrence of such Additional Secured Debt if permitted by the Secured Representative for such Additional Secured Debt; (cC) the Company or the The applicable Guarantor will, upon the request of the Directing First Lien Representative, Grantor will take all actions reasonably necessary or requested by the Collateral Trustee to maintain the continuing first priority (subject to Permitted Priority Liens) of the Liens securing the First Lien Secured Obligations such that all Liens securing First Lien Additional Secured Debt shall have the same priority as any existing Liens securing the First Lien Secured Obligations prior to the incurrence of such Additional Secured Debt and the priority of the Liens security the First Lien Secured Obligations shall not be affected by the incurrence of the Additional Secured Debt.

Secured Debt. (a) The Collateral Trustee Agent will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) 3.1 with respect to each holder of First Lien Pari Passu Debt Obligations of a Series of First Lien Debt that is issued or incurred after the date hereof (or that is incurred prior to the date of this Agreement and constitutes Secured Obligations under and as defined in the First Lien Security Agreement) that: (1) holds First Lien Pari Passu Debt Obligations that constitute First Lien Pari Passu Debt in accordance with clause (1) of the definition of “First Lien Pari Passu Debt” contained herein, or are identified as First Lien Pari Passu Debt in accordance with the procedures set forth in Section 3.9(b3.10(b); (2) signs, through its designated First Lien Pari Passu Debt Representative identified pursuant to Section 3.9(b3.10(b), a Joinder; and (3) delivers a Lien Sharing and Priority Confirmation; provided that the actions required by preceding clauses (2) and (3), and following Section 3.9(b3.10(b), shall not be required to be taken with respect to First Lien Pari Passu Debt as described in clause (1) of the definition of “First Lien Pari Passu Debt” contained herein. (b) The Company will be permitted to designate as an additional holder of First Lien Pari Passu Debt hereunder each Person who is, or who becomes, the holder of First Lien Pari Passu Debt which is incurred in accordance with the terms hereof (including the definition of First Lien “Pari Passu Debt”) as additional First Lien Pari Passu Debt. The Company may effect such designation by delivering to the Collateral Trustee Agent each of the following: (1) an Officer’s Certificate describing in reasonable detail the respective First Lien Pari Passu Debt and stating that the Company or such other Grantor has incurred or intends to incur such obligations as additional First Lien Debt (“Additional Secured Debt”) Pari Passu Obligations which will be permitted by each applicable First Lien Pari Passu Debt Document to be incurred and secured by a Lien Equally equally and ratably with all previously existing and future First Lien Pari Passu Debt; and (2) a written notice specifying the name and address of the First Lien Pari Passu Debt Representative for such series of Additional Secured Debt Pari Passu Obligations for purposes of Section 8.5. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor to incur additional Indebtedness or grant additional Liens unless, in each case, otherwise permitted by the terms of all applicable First Lien Pari Passu Debt Documents. (c) With respect to any Series of First Lien Pari Passu Debt incurred after the date of this Agreement, the Company and each of the Grantors agrees to take such actions (if any) as may from time to time reasonably be requested by the Collateral TrusteeAgent, any First Lien Pari Passu Debt Representative or any Act of Required First Lien Pari Passu Debt Holders, and enter into such technical amendments, modifications and/or supplements to the then existing guarantees and First Lien Pari Passu Security Documents (or execute and deliver such additional First Lien Pari Passu Security Documents) as may from time to time be reasonably requested by the Directing First Lien Representative (including as contemplated by clause (d) below)Pari Passu Debt Representative, to ensure that the relevant additional First Lien Pari Passu Debt Obligations, are secured by, and entitled to the benefits of, the relevant First Lien Pari Passu Security Documents, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee Agent to enter into, any such technical amendments, modifications and/or supplements (and additional First Lien Pari Passu Security Documents). The Company and each Grantor hereby further agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.9(c) or (d3.10(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective Grantors, on a joint and several basis. (d) Without limitation of the foregoing, the Company and each of the Grantors agrees to take the following actions with respect to all Additional Secured Debt. (1) with respect to any real property Collateral: (a) The Company and the Guarantors shall enter into, and deliver to the Collateral Trustee, a mortgage modification or new Mortgage with regard to each Real Estate Asset (as such term is defined in the Existing Credit Agreement) subject to a Mortgage (each a “Mortgaged Property”) at the time of such incurrence, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Directing First Lien Representative; (b) The Company or the applicable Guarantor will cause to be delivered a local counsel opinion with respect to each such Mortgaged Property entered into pursuant to clause (a) above in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Directing First Lien Representative; (c) The Company or the applicable Guarantor will cause a title company to have delivered to the Collateral Trustee an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, date down(s) (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the priority of the Lien of the applicable Mortgage(s) as security for the First Lien Obligations has not changed and if a new Mortgage is entered into, that the Lien of such new Mortgage securing the First Lien Debt then being incurred shall have the same priority as any existing Mortgage securing then existing First Lien Obligations, (ii) since the later of the original date of such title insurance product and the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional Indebtedness, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable Mortgage(s), in each case other than with respect to Liens permitted by each First Lien Debt Document; and (d) the Company or the applicable Guarantor will, at the request of the Directing First Lien Representative, deliver to the approved title company, the Collateral Trustee and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of (i) the Lien of the Mortgages as security for the First Lien Obligations and (ii) any other Mortgages which secure First Lien Debt. (2) with respect to any personal property Collateral: (a) The Company and the Guarantors shall enter into, and deliver to the Collateral Trustee, in the sole discretion of the Directing First Lien Representative, either (x) amendments to this Agreement and the First Lien Security Documents that permit the obligations with respect to such First Lien Debt to be secured pari passu with the then existing First Lien Obligations or (y) additional security and collateral documents which are substantially similar to the First Lien Security Documents, in each case, in a form reasonably satisfactory to the Directing First Lien Representative; (b) The Company or the applicable Guarantor will cause to be delivered opinions of local and other counsel with respect to such personal property Collateral in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Directing First Lien Representative; and (c) the Company or the applicable Guarantor will, upon the request of the Directing First Lien Representative, take all actions reasonably necessary to maintain the continuing priority of the Liens securing the First Lien Obligations such that all Liens securing First Lien Debt shall have the same priority as any existing Liens securing the First Lien Obligations prior to the incurrence of such Additional Secured Debt and the priority of the Liens security the First Lien Obligations shall not be affected by the incurrence of the Additional Secured Debt.

Secured Debt. The Company shall not, nor shall it permit any of its Subsidiaries to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness under clauses (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(aor (c) with respect to each holder of First Lien Obligations of a Series of First Lien Debt that definition that is issued or incurred after the date hereof (or that is incurred prior to the date of this Agreement and constitutes Secured Obligations under and as defined in the First Lien Security Agreement) that: (1) holds First Lien Obligations that constitute First Lien Debt in accordance with clause (1) of the definition of “First Lien Debt” contained herein, or are identified as First Lien Debt in accordance with the procedures set forth in Section 3.9(b); (2) signs, through its designated First Lien Representative identified pursuant to Section 3.9(b), a Joinder; and (3) delivers a Lien Sharing and Priority Confirmation; provided that the actions required by preceding clauses (2) and (3), and following Section 3.9(b), shall not be required to be taken with respect to First Lien Debt as described in clause (1) of the definition of “First Lien Debt” contained herein. (b) The Company will be permitted to designate as an additional holder of First Lien Debt hereunder each Person who is, or who becomes, the holder of First Lien Debt which is incurred in accordance with the terms hereof (including the definition of First Lien Debt) as additional First Lien Debt. The Company may effect such designation by delivering to the Collateral Trustee each of the following: (1) an Officer’s Certificate describing in reasonable detail the respective First Lien Debt and stating that the Company or such other Grantor has incurred or intends to incur such obligations as additional First Lien Debt (“Additional Secured Debt”) which will permitted by each applicable First Lien Debt Document to be incurred and secured by a Lien Equally and ratably with all previously existing and future First Lien Debt; and (2) a written notice specifying the name and address of the First Lien Representative for any such series of Additional Indebtedness, “Specified Secured Debt for purposes of Section 8.5. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor to incur additional Indebtedness or grant additional Liens unless, in each case, otherwise permitted by the terms of all applicable First Lien Debt Documents. (c) With respect to any Series of First Lien Debt incurred after the date of this Agreement, the Company and each of the Grantors agrees to take such actions (if any) as may from time to time reasonably be requested by the Collateral Trustee, any First Lien Representative or any Act of Required First Lien Debt Holders, and enter into such technical amendments, modifications and/or supplements to the then existing guarantees and First Lien Security Documents (or execute and deliver such additional First Lien Security Documents) as may from time to time be reasonably requested by the Directing First Lien Representative (including as contemplated by clause (d) belowIndebtedness”), to ensure that the relevant additional First Lien Obligations, are secured by, and entitled to the benefits of, the relevant First Lien Security Documents, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional First Lien Security Documents). The Company and each Grantor hereby further agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.9(c) or (d), all such amounts shall be paid by, and shall be for the account of, the Company and the respective Grantors, on a joint and several basis. (d) Without limitation of the foregoing, the Company and each of the Grantors agrees to take the following actions with respect to all Additional Secured Debt. (1) with respect to any real property Collateralexcept: (ai) The Specified Secured Indebtedness of the Company and in an aggregate principal amount outstanding not to exceed (x) $200,000,000, plus, (y) after the Guarantors shall enter into, and deliver obligations pursuant to the Collateral TrusteeCarVal Note Documents have been repaid in full, a mortgage modification or new Mortgage additional Specified Secured Indebtedness of the Company so long as the Company complies with regard to Section 7(c)(ii) of each Real Estate Asset (as such term is defined in Note promptly after the Existing Credit Agreement) subject to a Mortgage (each a “Mortgaged Property”) at the time incurrence of such incurrence, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Directing First Lien Representative; (b) The Company or the applicable Guarantor will cause to be delivered a local counsel opinion with respect to each such Mortgaged Property entered into pursuant to clause (a) above in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Directing First Lien Representative; (c) The Company or the applicable Guarantor will cause a title company to have delivered to the Collateral Trustee an endorsement to each title insurance policy then in effect for the benefit of the Specified Secured Parties, date down(s) (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring Indebtedness; provided that (i) the priority use of proceeds of such Specified Secured Indebtedness incurred pursuant to clause (y) above shall permit and contemplate the redemption of up to 100% of the Lien of Notes (including all accrued interest and the applicable Mortgage(sMake-Whole Premium on such amount) as security for with the First Lien Obligations has not changed and if a new Mortgage is entered into, that the Lien proceeds of such new Mortgage securing the First Lien Debt then being incurred shall have the same priority as any existing Mortgage securing then existing First Lien Obligations, Specified Secured Indebtedness and (ii) since after the later of the original date incurrence of such title insurance product and Specified Secured Indebtedness the date Company shall set aside the proceeds of such Specified Secured Indebtedness incurred pursuant to clause (y) above pending any required redemption pursuant to Section 7(c)(ii) of each Note in an amount equal to the Title Datedown Product delivered most recently prior to lesser of (and not in connection witha) such additional Indebtedness, there has been no change in the condition aggregate Note Redemption Amount of title all outstanding Notes and (iiib) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien net proceeds of the applicable Mortgage(s), in each case other than with respect such Specified Secured Indebtedness incurred pursuant to Liens permitted by each First Lien Debt Documentclause (y) above; and (dii) the Company or the applicable Guarantor will, at the request principal amount of the Directing First Lien Representative, deliver to the approved title company, the Collateral Trustee and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority any Obligations of (i) the Lien of the Mortgages as security for the First Lien Obligations and (ii) any other Mortgages which secure First Lien DebtProject Subsidiary under a Project Debt Facility. (2) with respect to any personal property Collateral: (a) The Company and the Guarantors shall enter into, and deliver to the Collateral Trustee, in the sole discretion of the Directing First Lien Representative, either (x) amendments to this Agreement and the First Lien Security Documents that permit the obligations with respect to such First Lien Debt to be secured pari passu with the then existing First Lien Obligations or (y) additional security and collateral documents which are substantially similar to the First Lien Security Documents, in each case, in a form reasonably satisfactory to the Directing First Lien Representative; (b) The Company or the applicable Guarantor will cause to be delivered opinions of local and other counsel with respect to such personal property Collateral in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Directing First Lien Representative; and (c) the Company or the applicable Guarantor will, upon the request of the Directing First Lien Representative, take all actions reasonably necessary to maintain the continuing priority of the Liens securing the First Lien Obligations such that all Liens securing First Lien Debt shall have the same priority as any existing Liens securing the First Lien Obligations prior to the incurrence of such Additional Secured Debt and the priority of the Liens security the First Lien Obligations shall not be affected by the incurrence of the Additional Secured Debt.