Common use of Pledged Assets Clause in Contracts

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; Agent and (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party will (a) cause Cause all real Property interests related to the Borrowing Base Properties (of its owned personal property other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, Liens and in the judgment case of any Subsidiary that becomes a Loan Party after the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a)date hereof, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of the types referred to in Sections 5.01(f) and (g) for such PersonSubsidiary and, if requested by Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Lenders and the Administrative Agent for any agree that, unless an Event of Default has occurred and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateralis continuing, the protection of any of Borrower and the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in will not be required to take any other Loan Document; provided further, that action to perfect Liens on the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent Collateral to secure the Obligations pursuant to other than the terms filing of UCC-1 financing statements naming each Loan Party as debtor and conditions of the Collateral DocumentsAdministrative Agent as secured party.

Pledged Assets. Each Loan Party will (a) cause The Borrowers shall at all real Property interests related to the times subject all Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Assets and all of the Pledged Interests to be subject at all times their respective personal property to first priority, perfected and, priority Liens (subject in any case to Permitted Liens which by operation of law or contract would have priority over the case of Liens securing the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Obligations) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Credit Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in and deliver all Borrowing Base Deliverables (and any case only updates to Permitted Liens; (b) except to the extent the delivery any of the following would, in the judgment of the Administrative Agent, be redundant information or duplicative of such items materials delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver as a portion thereof) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify . In furtherance of the Borrowers’ obligations under this Section 6.16, each of the Borrowers hereby agree that they shall, from time to time, at their own expense, promptly execute, deliver, file and/or reimburse (as applicable) record all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent for may reasonably request (including, without limitation, the procurement of landlord consents with respect to the assignment of the applicable Borrower’s interests in any Borrowing Base Assets), in order to (a) properly evidence the Borrowers’ Obligations hereunder or under any Credit Document or (b) perfect, continue and all costs, expenses, losses, claims, fees protect the Liens and security interests granted or other amounts paid or incurred purported to be granted by any Collateral Documents and to enable the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, exercise and enforce its rights and interests therein or remedies hereunder and under any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Document with respect to the any Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c. The applicable Borrower(s) shall be in addition promptly deliver to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms a copy of each such instrument and conditions evidence of the Collateral Documentsits proper filing or recording, as necessary.

Pledged Assets. Each Loan Party will (ai) cause all of its owned and leased real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all and personal Property (includingsubject, without limitationin the case of owned real Property, any and all construction drawings, construction plans and architectural renderings relating theretoto Section 7.15) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned)Property, title insured Liens in favor of the Administrative Collateral Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Collateral Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Collateral Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Collateral Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Collateral Agent shall reasonably request.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related Subject to the Borrowing Base Properties provisions of Section 7.12 and Section 7.14(b), each Loan Party (other than a Foreign Borrower, but including the Designated Outparcels), Canadian FinanceCo Borrower) will (i) cause all of its personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates (A) Excluded Property and (B) the Capital Stock of title) and all of the Pledged Interests any Captive Insurance Subsidiary to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in this Section 7.14 and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(g), all in form, content and scope reasonably satisfactory to the Administrative Agent; . Without limiting the generality of the above, subject to the provisions of Section 7.12 and Section 7.14(b), the Loan Parties will cause (ca) indemnify and/or reimburse 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as applicabledetermined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the Administrative Agent for any issued and all costs, expenses, losses, claims, fees or other amounts paid or incurred outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) that in each case is directly owned by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein Company or any Loan Party’s underlying rights and interests therein Party (other than a Foreign Borrower, but including the Canadian FinanceCo Borrower) in each Foreign Subsidiary (other than any Immaterial Subsidiary or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (cCaptive Insurance Subsidiary) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request. If a direct Foreign Subsidiary of any Loan Party (other than a Foreign Borrower, but including the Canadian FinanceCo Borrower) ceases to be an Immaterial Subsidiary, such Loan Party shall have sixty (60) days from the date of such occurrence to pledge to the Administrative Agent the Capital Stock of such Foreign Subsidiary required to be pledged pursuant to this Section 7.14 in accordance with the terms of this Section 7.14.

Pledged Assets. Each Cause the Collateral of each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms Collateral Documents (subject to Liens permitted pursuant to Section 7.01 and conditions of the perfection exceptions set forth in the Collateral Documents) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions, and favorable opinions of counsel to such Person, all in form reasonably satisfactory to the Administrative Agent; provided, that, notwithstanding anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this section shall not require the creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to, particular assets of the Loan Parties, if, and for so long as and to the extent that the Administrative Agent and the US Borrower agree in writing that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, shall be excessive in view of the benefits to be obtained by the holders of the Obligations therefrom, (b) Liens required to be granted from time to time shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Third Restatement Date, (c) no perfection actions shall be required with respect to motor vehicles, other assets categorized as “serial numbered goods” under the British Columbia Personal Property Security Regulation (at present, manufactured homes, boats, outboard motors, trailers and aircraft) and other assets subject to certificates of title, and (d) in no event shall notices be required to be sent to contractual third parties unless and until an Event of Default has occurred and is continuing. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets by any Loan Party where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents. For the avoidance of doubt, no perfection actions shall be required other than the filing of UCC financing statements or PPSA financing statements.

Pledged Assets. Each Loan Party will (ai) cause all real of its owned and leased personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Party will (a) cause The Borrowers shall at all real Property interests related to the times subject all Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Assets and all of the Pledged Interests to be subject at all times their respective personal property to first priority, perfected and, priority Liens (subject in the any case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens to Permitted Liens) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Credit Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in and deliver all Borrowing Base Deliverables (and any case only updates to Permitted Liens; (b) except to the extent the delivery any of the following would, in the judgment of the Administrative Agent, be redundant information or duplicative of such items materials delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver as a portion thereof) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify . In furtherance of the Borrowers’ obligations under this Section 6.16, each of the Borrowers hereby agree that they shall, from time to time, at their own expense, promptly execute, deliver, file and/or reimburse (as applicable) record all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent for may reasonably request (including, without limitation, the procurement of landlord consents with respect to the assignment of the applicable Borrower’s interests in any Borrowing Base Assets), in order to (a) properly evidence the Borrowers’ Obligations hereunder or under any Credit Document or (b) perfect, continue and all costs, expenses, losses, claims, fees protect the Liens and security interests granted or other amounts paid or incurred purported to be granted by any Collateral Documents and to enable the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, exercise and enforce its rights and interests therein or remedies hereunder and under any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Document with respect to the any Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c. The applicable Borrower(s) shall be in addition promptly deliver to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms a copy of each such instrument and conditions evidence of the Collateral Documentsits proper filing or recording, as necessary.

Pledged Assets. Each Loan Party will At all times, (a) cause all real of the owned and leased Real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoExcluded Property) owned by the of each Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Party to be subject at all times to first priority, perfected Liens (except for Permitted Liens and those Liens for which Administrative Agent and Borrowers have reasonably determined that the cost of perfecting such Liens is excessive in relation to the benefit to Administrative Agent and Lenders afforded thereby) and, in the case of the real Property interest in each Borrowing Base Property (whether owned and leased or owned)Real Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 UCC financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c4.01(d) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any each Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations Party will cause 100% of the issued and outstanding Capital Stock of each Subsidiary owned by such Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Party to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall request. With respect to each Account for which either the perfection, enforceability, or validity of the Administrative Agent’s Liens in such Account, or the Administrative Agent’s right or ability to obtain direct payment to the Administrative Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the UCC, the Loan Parties will take such steps as the Administrative Agent may from time to time reasonably request, including compliance with the Federal Assignment of Claims Act of 1940, the Social Security Act, the Medicare Regulations and the Medicaid Regulations, in each case and such acts, rules and regulations may be amended, modified, supplemented and/or replaced from time to time. If an Event of Default exists, each Loan Party shall grant a first priority, perfected Lien (except for Permitted Liens) on any additional Property of the Loan Parties (including Excluded Property) in favor of Administrative Agent for the benefit of itself, the other Lenders and the other Secured Parties to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments as requested by Administrative Agent in its sole discretion.

Pledged Assets. Each Loan Credit Party will cause (ai) cause all of its owned real Property interests related to the Borrowing Base Properties properties and personal property (other than fixtures located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10017) located in the Designated Outparcels)United States, (ii) to the extent deemed to be material by the Agent in its sole reasonable discretion, all of its other owned real properties and personal Property property and (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoiii) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of its leased real properties located in the Pledged Interests United States to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions hereunder or under any of the Collateral other Credit Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request. Without limiting the generality of the above, subject the Credit Parties will cause 100% of the capital stock (or other equity interests) in any case only to Permitted Liens; (b) except each of their direct or indirect Domestic Subsidiaries and, to the extent the delivery permitted by applicable law, 65% of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause capital stock (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred equity interests) in connection with the filing or recording each of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements their direct Foreign Subsidiaries to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions hereunder, under any of the Collateral Documentsother Credit Documents or under such other security documents as the Agent shall reasonably request; provided that, notwithstanding the foregoing, the Credit Parties shall not be required to cause the Agent's Lien in 65% of the equity interests of A.K.H., S.A. to be perfected unless, if A.K.H., S.A. has any assets, A.K.H., S.A. shall not have been dissolved by the first anniversary of the Closing Date. If, subsequent to the Closing Date, a Credit Party shall (a) acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Agent as collateral hereunder or under any of the other Credit Documents or (b) acquire or lease any real property, the Borrower shall promptly (and in any event within three (3) Business Days after any officer of a Credit Party acquires knowledge of same) notify the Agent of same. Each Credit Party shall take such action, at its own expense, as requested by the Agent to ensure that the Banks have a first priority perfected Lien in (i) all owned real properties and personal property of the Credit Parties located in the United States, (ii) to the extent deemed to be material by the Agent in its sole reasonable discretion, all other owned real properties and personal property of the Credit Parties and (iii) all leased real properties located in the United States, subject in each case only to Permitted Liens.

Pledged Assets. Each Loan Party will At all times, (a) cause all real Real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoExcluded Property) owned by the of each Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Party to be subject at all times to first priority, perfected Liens (except for Permitted Liens) and, in the case of the real Property interest in each Borrowing Base owned and leased Real Property (whether leased or ownedother than Excluded Property), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request deems necessary in connection with the foregoing, including, without limitation, including appropriate UCC-1 UCC financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d4.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary (other than Excluded Subsidiaries) and (b) and 65% (cor such greater percentage that could not reasonably be expected to cause any adverse tax consequences) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien (subject to non-consensual Permitted Liens) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall request. With respect to each Account for which either the perfection, enforceability, or validity of the Administrative Agent’s Liens in such Account, or the Administrative Agent’s right or ability to obtain direct payment to the Administrative Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the UCC, the Loan Parties will take such steps as the Administrative Agent may from time to time reasonably deem necessary, including compliance with the Federal Assignment of Claims Act of 1940, the Social Security Act, the Medicare Regulations and the Medicaid Regulations, in each case and such acts, rules and regulations may be amended, modified, supplemented and/or replaced from time to time.

Pledged Assets. (a) Each Loan U.S. Credit Party will (ai) cause all real of its Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests that constitutes Collateral to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Collateral Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral U.S. Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Collateral Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Collateral Agent’s Liens thereunder) ), Deposit Account Control Agreements, Securities Account Control Agreements and other items of the types required to be delivered pursuant to Sections 4.1(c) and Section 5.01(c5.12(b) and (dc), all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent; . Without limiting the foregoing, each U.S. Credit Party will cause 100% of the Capital Stock of each of its direct or indirect Domestic Subsidiaries (cunless such Domestic Subsidiary is owned by a Foreign Subsidiary) indemnify and/or reimburse and 65% (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid the pledge of a greater percentage would be unlawful or incurred in connection with the filing or recording of would cause any documents, agreement or instruments related materially adverse tax consequences to the Collateral, the protection of any U.S. Credit Party) of the Collateral, its rights voting Capital Stock and interests therein or any Loan Party’s underlying rights and interests therein or 100% of the enforcement of any non-voting Capital Stock of its other rights with respect to the Collateral; providedfirst-tier Foreign Subsidiaries, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply each case to the extent owned by such obligation would violate Credit Party and to the Parent’s requirements with respect to maintaining its status as extent not prohibited by the organizational documents of any such Subsidiary that is a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Joint Venture, to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Collateral Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the U.S. Security Documents or such other security documents as the Collateral DocumentsAgent shall reasonably request.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; Agent and (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Credit Party will (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c5.1(d) and (de), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by generality of the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateralabove, the protection of any Credit Parties will cause (A) 100% (or, if less, the full amount owned by such Credit Party) of the Collateralissued and outstanding shares of Capital Stock owned by such Credit Party of each Domestic Subsidiary (other than a non-Wholly Owned Subsidiary which was in existence on the Closing Date until such time, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; providedif any, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (aas such Subsidiary becomes a Wholly Owned Subsidiary), (bB) 100% (or, if less, the full amount directly owned by such Credit Party) of the issued and outstanding Capital Stock of each Consolidated Party and (C) 65% (or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights 100% of the applicable Loan Parties under issued and outstanding Capital Stock not entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Agent shall reasonably request. If, subsequent to the Closing Date, a Credit Party shall acquire any Vehicle for which a certificate of title may be issued, such Credit Party shall promptly deliver to the Agent, in form and substance satisfactory to the Agent, evidence that (i) a certificate of title for such Vehicle has been issued by the appropriate governmental authority in the name of such Credit Party with the Agent’s security interest noted thereon or (ii) the documentation necessary to have a certificate of title issued by the appropriate governmental authority in the name of such Credit Party with the Agent’s security interest noted thereon has been delivered to such appropriate governmental authority.

Pledged Assets. Each Loan Party will (a) cause The Borrowers shall at all real Property interests related to the times subject all Mortgaged Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Assets and all of the Pledged Interests to be subject at all times their respective personal property to first priority, perfected and, priority Liens (subject in any case to Permitted Liens which by operation of law or contract would have priority over the case of Liens securing the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Obligations) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Credit Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in and deliver all Borrowing Base Asset Deliverables (and any case only updates to Permitted Liens; (b) except to the extent the delivery any of the following would, in the judgment of the Administrative Agent, be redundant information or duplicative of such items materials delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver as a portion thereof) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify . In furtherance of the Borrowers’ obligations under this Section 6.16, the Borrowers hereby agree that they shall, from time to time, at their own expense, promptly execute, deliver, file and/or reimburse (as applicable) record all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent for may reasonably request (including, without limitation, the procurement of landlord consents with respect to the assignment of the applicable Borrower’s interests in any Borrowing Base Assets), in order to (a) properly evidence the Borrowers’ Obligations hereunder or under any Credit Document or (b) perfect, continue and all costs, expenses, losses, claims, fees protect the Liens and security interests granted or other amounts paid or incurred purported to be granted by any Collateral Documents and to enable the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, exercise and enforce its rights and interests therein or remedies hereunder and under any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Document with respect to the any Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c. The applicable Borrower(s) shall be in addition promptly deliver to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms a copy of each such instrument and conditions evidence of the Collateral Documentsits proper filing or recording, as necessary or desirable.

Pledged Assets. Each Loan Party will Within the time periods set forth in Section 7.12, cause (a) cause all real Property interests related to 100% of the Borrowing Base Properties issued and outstanding Equity Interests of each Domestic Subsidiary (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoa Broker-Dealer Subsidiary) directly owned by a Loan Party and (b) 66% of the Loan Parties issued and relating outstanding Equity Interests entitled to any Borrowing Base Properties vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than vehicles subject to certificates of titlea Broker-Dealer Subsidiary) and all of the Pledged Interests directly owned by a Loan Party, to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure Agent, for the Obligations pursuant to the terms and conditions benefit of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery holders of the following wouldObligations, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance satisfactory to the Administrative Agent. Notwithstanding the foregoing, it is understood and agreed that, solely with respect to any Immaterial Foreign Subsidiary (other than any Broker-Dealer Subsidiary that is an Immaterial Foreign Subsidiary) directly owned by a Loan Party, such Loan Party (x) shall not be required to deliver a foreign law pledge agreement, opinions of counsel and/or any filings and deliveries necessary in connection therewith to perfect the security interests therein and (y) shall only be required to deliver to the Administrative Agent all certificates evidencing certificated Equity Interests in any such Immaterial Foreign Subsidiary, if any, together with duly executed in blank and undated stock powers attached thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Furthermore, it is understood and agreed that with respect to any pledge of Equity Interests in any Broker-Dealer Holdco such pledge shall not be required if the applicable owner of the Equity Interests of such Broker-Dealer Holdco uses commercially reasonable efforts to obtain the consent of a Governmental Authority (to the extent necessary) to such pledge and such consent is unable to be obtained.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; provided, that, the Loan Parties shall be permitted to transfer certain personal Property related to the Borrowing Base Properties to the Tenants pursuant to the Transfer Documents; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply on and after January 1, 2013 to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Credit Party will, and will cause each of its Domestic Subsidiaries to, cause (ai) cause all of its owned real Property interests related and personal property located in the United States, (ii) to the Borrowing Base Properties (other than extent deemed to be material by the Designated Outparcels)Agent or the Required Lenders in its or their sole reasonable discretion, all of its other owned real and personal Property property and (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoiii) owned to the extent deemed material by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and Agent or the Required Lenders in its or their sole reasonable discretion all of its leased real property located in the Pledged Interests United States, to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request; PROVIDED, subject HOWEVER that upon the Borrower's request, the Agent may in its reasonable discretion, waive certain of the requirements hereunder if it is determined that the costs of compliance with the provisions hereof are excessive in light of the benefit to be obtained in connection therewith. With respect to any case only to Permitted Liens; real property (bwhether leased or owned) except located in the United States of America acquired by any direct or indirect Domestic Subsidiary of the Borrower subsequent to the extent Closing Date, such Person will cause to be delivered to the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement Agent with respect to any Collateral described in the foregoing clause (a)such real property documents, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) instruments and other items of the types required to be delivered pursuant to Section 5.01(c5.1(h) and (d), all in form, content and scope reasonably satisfactory form acceptable to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . In furtherance of the Administrative foregoing terms of this Section 7.13, the Borrower agrees to promptly provide the Agent for with written notice of the acquisition by, or the entering into a leasing by, any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording Credit Party of any documentsasset(s) having a market value greater than $500,000, agreement or instruments related to setting forth in reasonable detail the Collaterallocation and a description of the asset(s) so acquired. Without limiting the generality of the above, the protection of any Credit Parties will cause 100% of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations Capital Stock of the Loan Parties referenced herein Borrower and each other direct or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights indirect Domestic Subsidiaries of the applicable Loan Parties under Borrower and 65% of the Lease Agreements Capital Stock in each of the direct Foreign Subsidiaries of the Borrower and its Domestic Subsidiaries to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Agent shall reasonably request. If, subsequent to the Closing Date, a Credit Party shall (a) acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Agent as Collateral hereunder or under any of the Collateral Documents or (b) acquire or lease any real property, the Borrower shall promptly (and in any event within three (3) Business Days) after any Executive Officer of a Credit Party acquires knowledge of same notify the Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action (including but not limited to the actions set forth in Sections 5.1(f) and 5.1(i) at its own expense as requested by the Agent to ensure that the Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all owned real property and personal property of the Credit Parties located in the United States, (ii) to the extent deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, all other owned real and personal property of the Credit Parties and (iii) to the extent deemed material by the Agent or the Required Lenders in its or their sole reasonable discretion, all leased real property located in the United States, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Domestic Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Agreements.

Pledged Assets. (a) Each Loan U.S. Credit Party will (ai) cause all real Property interests related to of the Borrowing Base Properties Capital Stock of its Restricted Subsidiaries (other than Inactive Subsidiaries and Immaterial Subsidiaries) required to be pledged under the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Pledge Agreements to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Collateral Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral U.S. Security Documents or, with respect to any such Property Capital Stock acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Collateral Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Collateral Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent; . Without limiting the foregoing, each U.S. Credit Party will cause 100% of the Capital Stock of each of its direct or indirect Restricted Subsidiaries (cother than Inactive Subsidiaries and Immaterial Subsidiaries) indemnify and/or reimburse that are Domestic Subsidiaries (as applicableunless such Domestic Subsidiary is owned by a Foreign Subsidiary) and 65% of the Administrative Agent for any voting Capital Stock and all costs100% of the non-voting Capital Stock of its first-tier Restricted Subsidiaries (other than Inactive Subsidiaries and Immaterial Subsidiaries) that are Foreign Subsidiaries, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent in each case to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights owned by such Credit Party and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent not prohibited by the organizational documents of any such obligation would violate the Parent’s requirements with respect to maintaining its status as Subsidiary that is a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Joint Venture, to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Collateral Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the U.S. Security Documents or such other security documents as the Collateral DocumentsAgent shall reasonably request. In addition, each U.S. Credit Party will cause the 35% (or such lesser amount owned by it) of the voting Capital Stock of its first-tier Restricted Subsidiaries (other than Inactive Subsidiaries and Immaterial Subsidiaries) that are organized under the laws of Canada or a province thereof and not pledged under the U.S. Security Documents to be subject at all times to a first priority, perfected Lien in favor of the Canadian Agent to secure the Canadian Obligations pursuant to the terms and conditions of the Canadian Security Documents or such other security documents as the Canadian Agent shall reasonably request.

Pledged Assets. Each Loan Party will Subject to Section 6.16, at all times, (a) cause all real of the Real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoExcluded Property) owned by the of each Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Party to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property Liens (whether leased or owned), except for Permitted Liens) and title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 UCC financing statements, real estate title insurance policies, surveys, environmental reports (to the extent the Loan Parties or any Subsidiary are in possession of any such environmental reports), landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d4.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights 65% of the applicable Loan Parties under the Lease Agreements issued and outstanding Capital Stock of each Foreign Subsidiary directly owned by Holdings or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall request. With respect to each Account for which either the perfection, enforceability, or validity of the Administrative Agent’s Liens in such Account, or the Administrative Agent’s right or ability to obtain direct payment to the Administrative Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the UCC, the Loan Parties will take such steps as the Administrative Agent may from time to time reasonably request.

Pledged Assets. Each Except as provided in Section 7.12 and Section 7.15, each Loan Party will (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to Table of Contents first priority, perfected and, in the case of the owned or ground leased real Property interest in each Borrowing Base Property (whether leased or owned)Property, title insured Liens in favor of the Administrative Agent Agent, to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens (b) except it being understood that security documents other than the Collateral Documents, such as account control agreements, life insurance policy assignments, etc. are not required to the extent the delivery of the following would, in the judgment of be delivered under this Section 7.14 unless the Administrative Agent, be redundant or duplicative of Agent shall request such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause security documents) and (a), ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(o), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect subject to the Collateral; providedSection 7.12, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) will cause the rights 100% of the applicable Loan Parties under the Lease Agreements issued and outstanding Capital Stock of each Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, subject to Sections 7.12 and 7.15, the Loan Parties will cause 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First Tier Foreign Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Credit Party will (awill(i) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c5.1(d) and (de), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by generality of the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateralabove, the protection of any Credit Parties will cause (A) 100% (or, if less, the full amount owned by such Credit Party) of the Collateralissued and outstanding shares of Capital Stock owned by such Credit Party of each Domestic Subsidiary (other than a non-Wholly Owned Subsidiary which was in existence on the Closing Date until such time, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; providedif any, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (aas such Subsidiary becomes a Wholly Owned Subsidiary), (bB) 100% (or, if less, the full amount directly owned by such Credit Party) of the issued and outstanding Capital Stock of each Consolidated Party and (C) 65% (or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights 100% of the applicable Loan Parties under issued and outstanding Capital Stock not entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Agent shall reasonably request. If, subsequent to the Closing Date, a Credit Party shall acquire any Vehicle for which a certificate of title may be issued, such Credit Party shall promptly deliver to the Agent, in form and substance satisfactory to the Agent, evidence that (i) a certificate of title for such Vehicle has been issued by the appropriate governmental authority in the name of such Credit Party with the Agent’s security interest noted thereon or (ii) the documentation necessary to have a certificate of title issued by the appropriate governmental authority in the name of such Credit Party with the Agent’s security interest noted thereon has been delivered to such appropriate governmental authority.

Pledged Assets. Each Loan Party will (a) Each Domestic Subsidiary of the Borrower will cause all of its real Property interests related (whether leased or owned) property located in the United States of America and deemed to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned be material by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Agent or the Required Lenders in its or their sole reasonable discretion, and all of its personal property deemed to be material by the Pledged Interests Agent or the Required Lenders in its or their sole reasonable discretion (including without limitation 100% of its equity ownership interest in its Domestic Subsidiaries) to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with . With respect to any Collateral described real property (whether leased or owned) located in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents United States of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability America acquired by any Domestic Subsidiary of the documentation referred Borrower subsequent to above the Closing Date and deemed to be material by the perfection of Agent or the Administrative Agent’s Liens thereunder) Required Lenders in its or their sole reasonable discretion, such Domestic Subsidiary will cause to be delivered to the Agent documents, instruments and other items of the types required to be delivered pursuant to Section 5.01(c) 7.17. In furtherance of the foregoing terms of this Section 7.13 and (dwithout limiting the terms of Section 8.4(c), all the Borrower agrees (i) as soon as practicable after the Closing Date and in formany event not later than April 30, content 1996, the Credit Parties shall, unless in any such case the Credit Parties are unable after good faith efforts to do so, cause to be delivered to the Agent, in form and scope substance reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (, such estoppel letters, consents and waivers as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred may be required by the Administrative Agent from the landlords of each leased location of Collateral set forth in Schedule 2 to the extent paid or incurred Security Agreement, which estoppel letters, consents and waivers shall be in connection with the filing or recording of any documents, agreement or instruments related form and substance reasonably satisfactory to the CollateralAgent and (ii) to promptly provide the Agent with written notice of the acquisition by, or the entering into a leasing by, the protection of any of the Collateral, its rights and interests therein Borrower or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; providedDomestic Subsidiaries of any asset(s) having a market value greater than $1,000,000, that the reimbursement and indemnity obligations set setting forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations reasonable detail a description of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (basset(s) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documentsso acquired.

Pledged Assets. Each Loan Party will cause (i) all of its owned and leased real property, fixtures and equipment comprising or used for or in connection with the Specified Facilities that is (a) cause all real Property interests related located on, contiguous to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitationor connected with and in reasonable proximity to, any Specified Facility and (b) necessary or used for or in connection with the ownership, expansion, operation, use or maintenance of any Specified Facility and (ii) all construction of its general intangibles (including patents, copyrights, trademarks, trade secrets and other intellectual property, whether owned or licensed, customer and supplier contracts, drawings, construction plans books and architectural renderings relating theretorecords, employment, consulting, operating, maintenance or services agreements and other contractual rights, public and private licenses, permits, franchises, powers, authorities, pollution and environmental credits and allowances, goodwill and other intangible property of every type or description) at any time owned or acquired by any Loan Party that is necessary or used for or in connection with, or in any respect related, incidental or ancillary to, the Loan Parties and relating to ownership, expansion, operation, use, maintenance or sale or other disposition of any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Specified Facility, to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Specified Permitted Liens; (b) except to Liens and rights of lenders under the extent Asset-Based Facility as provided in the delivery Intercreditor Agreement. In furtherance of the following wouldforegoing, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect Loan Parties agree to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request (subject to reasonable time limitations) in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s 's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each (a) Upon the occurrence of a Collateral Reinstatement, subject to the provisions of Sections 7.12 and 7.14(b), each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (of its owned personal property other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, Liens and in the judgment case of any Subsidiary that becomes a Loan Party after the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a)date hereof, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of the types referred to in Section 5.01(f) for such PersonSubsidiary and, if requested by Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Lenders and the Administrative Agent for agree that, unless an Event of Default has occurred and is continuing, the Borrower and the other Loan Parties will not be required to take any action to perfect Liens on the Collateral to secure the Obligations other than the filing of UCC-1 financing statements naming each Loan Party as debtor and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent as secured party. (b) Notwithstanding anything in the Loan Documents to the extent paid contrary, upon notice from the Borrower, on the first date (the “Release Date”) on which one of the following three (3) conditions are met: (i) any credit rating of the Borrower is BBB- or incurred higher by S&P, (ii) any credit rating of the Borrower is Baa3 or higher by Xxxxx’x or (iii) any credit rating of the Borrower is BBB- or higher by Fitch (each such rating described in connection with clauses (i), (ii) and (iii), an “Investment Grade Rating”), and so long as no Default or Event of Default exists on such date or immediately after giving effect to the filing or recording release of Liens contemplated hereby, all Collateral shall automatically and immediately be released from the Liens created by the Security Agreement and any other Collateral Document, other than those statutory Liens on the Farm Credit Equities permitted under Section 7.15, all without delivery of any documents, agreement or instruments related instrument or performance of any act by any party, and all rights to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect Collateral shall revert to the CollateralLoan Parties (the “Collateral Release”); provided, that if the reimbursement rating system of any credit rating agency described above shall change, or if any such credit rating agency shall cease to be in the business of rating issuers or corporate debt obligations, the Borrower and indemnity obligations set forth the Administrative Agent may amend, and shall negotiate in good faith to amend, this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above to reflect such changed rating system or the unavailability of ratings from such credit rating agencies or shall not apply to select a replacement credit rating agency and, pending the extent effectiveness of any such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priorityamendment or replacement, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.for purposes

Pledged Assets. Each Loan Party will (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than Excluded Property or except as otherwise provided in the Designated Outparcels)Collateral Documents, all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the owned or ground leased real Property interest in each Borrowing Base Property (whether leased or owned)Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s 's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(g), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a)) 100% (or, if less, the full amount owned by such Loan Parties) of the issued and outstanding Capital Stock of each Domestic Subsidiary (except as provided in Section 8.09(b)(v) in respect of any Non-Guarantor Subsidiary) and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Credit Party will, and will cause each of the Material Domestic Subsidiaries to, cause (ai) cause all of its owned real Property interests related and personal property located in the United States and (ii) all of its leased real property located in the United States and deemed to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned be material by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of Agent or the Pledged Interests Required Lenders in its or their sole reasonable discretion to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; . With respect to any real property (bwhether leased or owned) except located in the United States acquired by the Parent, the Borrower or any Material Domestic Subsidiary subsequent to the extent Closing Date, such Person will cause to be delivered to the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement Agent with respect to any Collateral described in the foregoing clause (a)such real property documents, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) instruments and other items of the types required to be delivered pursuant to Section 5.01(c5.1(e) and (d), all in form, content and scope reasonably satisfactory form acceptable to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any generality of the above, the Credit Parties will cause 100% of the Equity Interests of the Borrower and all costs, expenses, losses, claims, fees or each of the other amounts paid or incurred Material Domestic Subsidiaries and 65% of the Equity Interests of each of the Material Foreign Subsidiaries directly owned by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein Parent or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Agent shall reasonably request. If, subsequent to the Closing Date, any Credit Party shall (a) acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be pledged to the Agent as Collateral hereunder or under any of the Collateral Documents or (b) acquire or lease any real property, the Credit Parties shall promptly (and in any event within three (3) Business Days) after any Executive Officer of a Credit Party acquires knowledge of same notify the Agent of same. Each of the Credit Parties shall take such action (including but not limited to the actions set forth in Sections 5.1(d) and (e)) at its own expense as requested by the Agent to ensure that, subject in any case to Permitted Liens, the Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all owned real property and personal property of any Credit Party located in the United States and subject to a Permitted Lien arising under documents prohibiting the creation or assumption of any other Lien upon such property, (ii) to the extent deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, all other owned real and personal property of any Credit Party and (iii) all leased real property located in the United States and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Agreements.

Pledged Assets. Each Loan Party will (a) cause The Borrowers shall at all real Property interests related to the times subject all Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Assets and all of the Pledged Interests to be subject at all times their respective personal property to first priority, perfected and, priority Liens (subject in any case to Permitted Liens which by operation of law or contract would have priority over the case of Liens securing the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Obligations) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Credit Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in and deliver all Borrowing Base Asset Deliverables (and any case only updates to Permitted Liens; (b) except to the extent the delivery any of the following would, in the judgment of the Administrative Agent, be redundant information or duplicative of such items materials delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver as a portion thereof) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify . In furtherance of the Borrowers’ obligations under this Section 6.16, the Borrowers hereby agree that they shall, from time to time, at their own expense, promptly execute, deliver, file and/or reimburse (as applicable) record all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent for may reasonably request (including, without limitation, the procurement of landlord consents with respect to the assignment of the applicable Borrower’s interests in any Borrowing Base Assets), in order to (a) properly evidence the Borrowers’ Obligations hereunder or under any Credit Document or (b) perfect, continue and all costs, expenses, losses, claims, fees protect the Liens and security interests granted or other amounts paid or incurred purported to be granted by any Collateral Documents and to enable the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, exercise and enforce its rights and interests therein or remedies hereunder and under any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Document with respect to the any Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c. The applicable Borrower(s) shall be in addition promptly deliver to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms a copy of each such instrument and conditions evidence of the Collateral Documentsits proper filing or recording, as necessary or desirable.

Pledged Assets. Each Loan Credit Party will (a) cause all real Property interests related to of its owned personal property located in the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) United States and all of the Pledged Interests Mortgaged Properties other than Excluded Property to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned)Mortgaged Properties, title insured Liens in favor of the Administrative Agent to secure such party’s obligations under the Obligations Credit Documents pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to . Without limiting the extent the delivery generality of the following wouldabove, in the judgment Credit Parties will cause (i) 100% of the Administrative Agent, be redundant or duplicative issued and outstanding Capital Stock of such items delivered in connection with or under the Existing Credit Agreement with respect to each Domestic Subsidiary (other than any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(cSecuritization Subsidiary) and (dii) 65% (or such greater percentage which would not result in adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2), all in form, content ) and scope reasonably satisfactory 100% of the issued and outstanding Capital Stock not entitled to vote (within the Administrative Agent; (cmeaning of Treas. Reg. Section 1.956-2(c)(2)) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred of each Foreign Subsidiary directly owned by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein Borrower or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Guarantor to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request, provided, that the percentage of any Capital Stock of a Foreign Subsidiary that is subject to a Lien pursuant to clause (ii) shall be reduced to the extent necessary to avoid material adverse tax consequences that would otherwise result upon a change in applicable law or regulation. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action (including but not limited to the actions set forth in Section 5.1(i)) at its own expense as requested by the Administrative Agent to ensure that the Administrative Agent has a first priority perfected Lien to secure such party’s obligations under the Credit Documents in that portion of the collateral that is required to be pledged pursuant to this Section 7.13, subject in each case only to Permitted Liens.

Pledged Assets. Each Loan Party will will, subject to the limitation on Liens in the next sentence, (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent Liens to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent Lender shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Lender's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(h), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) Lender. Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary that is a Material Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations Lender pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Lender shall reasonably request.

Pledged Assets. Each Loan Party will (a) At all times prior to the Collateral Release Date, cause each Domestic Loan Party to (subject to the time periods permitted in Section 7.12, to any exceptions in the Collateral Documents and to the limitations on Liens in the next sentence) (i) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all of its owned and leased personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Collateral Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Collateral Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Collateral Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(h), all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and . At all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent times prior to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the CollateralCollateral Release Date, the protection of any Domestic Loan Parties will cause (i) 100% of the Collateralissued and outstanding Capital Stock of each Domestic Subsidiary that is a Material Subsidiary and (ii) 65% (or such greater percentage that, its rights due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and interests therein (2) could not reasonably be expected to cause any adverse tax consequences) of each class of the issued and outstanding Capital Stock (and in any event no more than 65% of the voting stock in the aggregate) in each Foreign Subsidiary that is a Material Subsidiary organized in the United Kingdom directly owned by GFI or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent Collateral Agent, subject to secure the Obligations Permitted Liens, pursuant to the terms and conditions of the relevant Collateral Documents or such other security documents as the Collateral Agent shall reasonably request and no other Capital Stock of any Subsidiary of any Domestic Loan Party shall be subject to any Lien in favor of the Collateral Agent. Notwithstanding the foregoing, the Domestic Loan Parties shall cause, at all times prior to the Collateral Release Date or any other applicable release permitted by the Loan Documents, 100% of the issued and outstanding Capital Stock of GFI (HK) Securities LLC and GFI Securities LLC to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject to Permitted Liens, pursuant to the terms and conditions of the relevant Collateral Documents or such other security documents as the Collateral Agent shall reasonably request.

Pledged Assets. Each Loan Party will (a) Cause each Domestic Loan Party to (subject to the time periods permitted in Section 7.12, to any exceptions in the Collateral Documents and to the limitations on Liens in the next sentence) (i) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoleased office space for which appropriate landlord consents are not obtained with commercially reasonable efforts) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(h), all in form, content and scope reasonably satisfactory to the Administrative Agent; . The Domestic Loan Parties will cause (ca) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any 100% of the Collateral, its rights issued and interests therein or any Loan Party’s underlying rights outstanding Capital Stock of each Domestic Subsidiary that is a Material Subsidiary and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any adverse tax consequences) cause the rights of each class of the applicable Loan Parties under issued and outstanding Capital Stock (and in any event no more than 65% of the Lease Agreements voting stock in the aggregate) in each Foreign Subsidiary that is a Material Subsidiary directly owned by GFI or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent Agent, subject to secure the Obligations Permitted Liens, pursuant to the terms and conditions of the relevant Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request and no other Capital Stock of any Subsidiary of any Domestic Loan Party shall be subject to any Lien in favor of the Administrative Agent.

Pledged Assets. Each Loan Party will (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent Liens to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent Lender shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Lender's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(h), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) Lender. Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations Lender pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Lender shall reasonably request.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related As collateral security for the payment of any indemnification obligations of the Shareholders pursuant to (and subject to the Borrowing Base Properties (other than limitations of) Article 10, the Designated Outparcels)Shareholders shall, all personal Property (includingand by execution hereof do hereby, without limitationtransfer, any pledge and all construction drawingsassign to CCC, construction plans and architectural renderings relating thereto) owned by for the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates benefit of title) and all of the Pledged Interests to be subject at all times to first priorityCCC, perfected and, a security interest in the case of the real Property interest in each Borrowing Base Property following assets (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents orcollectively, with respect to all of the Shareholders, the "Pledged Assets"): (i)such Shareholders' pro rata portion of shares of CCC Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of the Base Merger Consideration, and the certificates and instruments, if any, representing or evidencing such Shareholder's Pledged Assets; (ii)all securities hereafter delivered to any Shareholder with respect to or in substitution for the Shareholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non- cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Shareholder receives any such Property acquired subsequent property, such Shareholder shall hold such property in trust for CCC and shall immediately deliver such property to CCC to be held hereunder as Pledged Assets; and (iii)all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; foregoing property. (b) except Each certificate, if any, evidencing a Shareholder's Pledged Assets issued in his or her name in the Merger shall be delivered to CCC directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at CCC's request in accordance with the terms and provisions of this Agreement. Each Shareholder shall, at the Closing, deliver to CCC, for each such certificate, a stock power duly signed in blank by him. All shares of CCC Common Stock comprising a Shareholder's Pledged Assets shall not be commingled with the assets of CCC or any of its subsidiaries. (c) The Pledged Assets shall be available to satisfy any indemnification obligations of each Shareholder pursuant to (and subject to the limitations of) Article 10 until the date which is one year after the Effective Time (the "Release Date. ."). On the Release Date, CCC shall release such pledge and return or cause to be returned to the Shareholders the Pledged Assets (including dividends and distributions with respect to shares of CCC Common Stock subject to pledge), less Pledged Assets having an aggregate value equal to the amount of (i) any finally adjudicated claim (to the extent not fully satisfied) or any pending claim for indemnification made by any Indemnified Party (as defined in Article 10) subject to the delivery limitations of Article 10, and (ii) any indemnification obligations of any Shareholder pursuant to Article 10 subject to the limitations of Article 10 to the extent previously paid from the Pledged Assets. For purposes of the following wouldpreceding sentence and Article 10, in the judgment CCC Common Stock held as Pledged Assets shall be valued at the average of the Administrative Agentclosing price per share on the Nasdaq National Market of CCC Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (or if no trade price is reported for any such day, be redundant or duplicative the average of such items delivered in connection with or under the Existing Credit Agreement last bid and ask prices for the CCC Common Stock) with respect to any Collateral described in indemnification obligations pursuant to Article 10. Notwithstanding the foregoing clause (a), deliver such other documentation as or anything to the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other thingscontrary herein, the legalityShareholders shall be entitled to satisfy any claims relating to the Pledged Assets, validity, binding effect and enforceability of the documentation referred including but not limited to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered any indemnification pursuant to Section 5.01(c) and (d)Article 10 hereof, all with cash, in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording lieu of any documents, agreement or instruments related to the Collateral, the protection shares of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.CCC Common Stock constituting Pledged Assets. 8

Pledged Assets. Each Loan Party will (a) cause The Borrowers shall at all real Property interests related to the times subject all Mortgaged Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Assets and all of the Pledged Interests to be subject at all times their respective personal property to first priority, perfected and, priority Liens (subject in any case to Permitted Liens which by operation of law or contract would have priority over the case of Liens securing the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Obligations) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Credit Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in and deliver all Borrowing Base Asset Deliverables (and any case only updates to Permitted Liens; (b) except to the extent the delivery any of the following would, in the judgment of the Administrative Agent, be redundant information or duplicative of such items materials delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver as a portion thereof) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify . In furtherance of the Borrowers' obligations under this Section 6.16, the Borrowers hereby agree that they shall, from time to time, at their own expense, promptly execute, deliver, file and/or reimburse (as applicable) record all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent for may reasonably request (including, without limitation, the procurement of landlord consents with respect to the assignment of the applicable Borrower's interests in any Borrowing Base Assets), in order to (a) properly evidence the Borrowers' Obligations hereunder or under any Credit Document or (b) perfect, continue and all costs, expenses, losses, claims, fees protect the Liens and security interests granted or other amounts paid or incurred purported to be granted by any Collateral Documents and to enable the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, exercise and enforce its rights and interests therein or remedies hereunder and under any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Document with respect to the any Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c. The applicable Borrower(s) shall be in addition promptly deliver to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms a copy of each such instrument and conditions evidence of the Collateral Documentsits proper filing or recording, as necessary or desirable.

Pledged Assets. Each Loan Party will (a) (i) cause all real of its owned Real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all and personal Property (including, without limitation, any its rights in each Intercompany Note and all construction drawingsthe Intercompany Security Documents) consisting of Collateral, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property, to be subject at all times from and after ninety days after the Closing Date (or such other date as may be agreed to by the Administrative Agent subject to Section 5.01(g)) to first prioritypriority (subject to the terms of the Intercreditor Agreement), perfected and, in the case of the real Property interest in each Borrowing Base Property Liens (whether leased or owned), title insured Liens subject to Permitted Liens) in favor of the Administrative Agent for its benefit and the benefit of the Secured Parties (as defined in the applicable Security Agreement) to secure the Obligations pursuant to the terms and conditions of the Collateral Documents orDocuments, (ii) with respect to any such Property Property, other than Excluded Property, acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, within 90 days of acquisition (or such later date as may be agreed to by the Administrative Agent), cause such Property to be subject to first priority (subject to the terms of the Intercreditor Agreement), perfected Liens in favor of the Administrative Agent for its benefit and the benefit of the Secured Parties (as defined in the applicable Security Agreement) to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, subject in any case to Permitted Liens, (iii) register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Documents or otherwise deemed by the Administrative Agent reasonably necessary for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens other than Permitted Liens, (iv) deliver or cause to be delivered to the Administrative Agent from time to time such other additional security documents documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably request, deem necessary to perfect or maintain the Liens (subject in any case only to Permitted Liens) on the Collateral pursuant to the Collateral Documents, (v) during the continuance of an Event of Default, upon the exercise by the Administrative Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent may require in connection with such exercise and (vi) if the Administrative Agent or the Required Lenders determine that they are required by Law to have appraisals prepared in respect of the owned Real Property of any Loan Party constituting Collateral and having a fair market value in excess of $5,000,000, provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA or such other applicable Laws; provided, however, that the Loan Parties shall not be responsible for the cost of obtaining more than one (1) appraisal per calendar year for any individual owned Real Property site and (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate Mortgage Instruments, UCC-1 financing statements, real estate title insurance policies, surveys, environmental reportsreports (limited to Phase Is), landlord’s waiversa completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each owned Real Property constituting Collateral and having a fair market value in excess of $5,000,000 (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each applicable Loan Party relating thereto) and if such owned Real Property is located in a flood hazard area, evidence of insurance required pursuant to Section 7.07, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c5.01(f) and (d), all in form, content and scope (and prepared by vendors selected by the Borrower) reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (. Without limiting the generality of the above, so long as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateralit is not otherwise Excluded Property, the protection of any Loan Parties will cause (i) 100% of the Collateralissued and outstanding Capital Stock of (x) each Material Domestic Subsidiary, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights (y) each Joint Venture (solely with respect to any Joint Venture that would otherwise qualify as a Material Domestic Subsidiary if such Joint Venture were a Wholly Owned Subsidiary) and (z) the Collateral; providedETMC JV, that in each case owned by the reimbursement and indemnity obligations set forth in this clause Borrower or any Guarantor (c) shall be in addition to and in furtherance other than the Capital Stock of all other reimbursement an HMO Subsidiary if such pledge is prohibited by law or indemnity obligations of not approved by the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (aapplicable Governmental Authority), (bii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights 100% of the applicable Loan Parties under issued and outstanding Capital Stock not entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Guarantor to be subject at all times from and after ninety days after the Closing Date or later date of a Loan Party’s acquisition thereof (or such other date as may be agreed to by the Administrative Agent) to a first prioritypriority (subject to the terms of the Intercreditor Agreement), perfected Liens Lien (subject to Permitted Liens) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, (iii) (A) all intercompany loans permitted by Sections 8.02(g) and (ee) to be evidenced by Intercompany Notes (and in the case of intercompany loans permitted by Section 8.02(g), secured by Intercompany Security Documents) and (B) its rights in all such Intercompany Notes (and in the case of intercompany loans permitted by Section 8.02(g), Intercompany Security Documents) to be pledged to the Administrative Agent pursuant to the Collateral Assignment Documents and such other security documents as the Administrative Agent may reasonably request and (iv) the applicable Loan Parties to execute and deliver an account control agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to the Pledged ETMC Distribution Account within ninety (90) days after the Closing Date (with time periods to be extended with the consent of the Administrative Agent). Notwithstanding the foregoing, the parties hereto agree the Loan Parties shall not be required to comply with the terms of this Section 7.14 with respect to Subsidiaries created subsequent to the Closing Date until the documentation described in Section 7.12(a) is delivered or required to be delivered with respect to such Subsidiary.

Pledged Assets. Each Loan Party will (a) cause The Borrowers shall at all real Property interests related to the times subject all Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Assets and all of the Pledged Interests to be subject at all times their respective personal property to first priority, perfected and, priority Liens (subject in any case to Permitted Liens which by operation of law or contract would have priority over the case of Liens securing the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Obligations) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Credit Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in and deliver all Borrowing Base Asset Deliverables (and any case only updates to Permitted Liens; (b) except to the extent the delivery any of the following would, in the judgment of the Administrative Agent, be redundant information or duplicative of such items materials delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver as a portion thereof) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify . In furtherance of the Borrowers’ obligations under this Section 6.16, each of the Borrowers hereby agree that they shall, from time to time, at their own expense, promptly execute, deliver, file and/or reimburse (as applicable) record all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent for may reasonably request (including, without limitation, the procurement of landlord consents with respect to the assignment of the applicable Borrower’s interests in any Borrowing Base Assets), in order to (a) properly evidence the Borrowers’ Obligations hereunder or under any Credit Document or (b) perfect, continue and all costs, expenses, losses, claims, fees protect the Liens and security interests granted or other amounts paid or incurred purported to be granted by any Collateral Documents and to enable the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, exercise and enforce its rights and interests therein or remedies hereunder and under any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Document with respect to the any Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c. The applicable Borrower(s) shall be in addition promptly deliver to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms a copy of each such instrument and conditions evidence of the Collateral Documentsits proper filing or recording, as necessary or desirable.

Pledged Assets. Each Loan Party will (a) cause The Borrower shall at all real times subject all Real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Assets and all of the Pledged Interests to be subject at all times its personal property to first priority, perfected and, priority Liens (subject in any case to Permitted Liens which by operation of law or contract would have priority over the case of Liens securing the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Obligations) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Credit Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in and deliver all Real Property Asset Deliverables (and any case only updates to Permitted Liens; (b) except to the extent the delivery any of the following would, in the judgment of the Administrative Agent, be redundant information or duplicative of such items materials delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver as a portion thereof) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify . In furtherance of the Borrower’s obligations under this Section 6.16, the Borrower hereby agrees that it shall, from time to time, at its own expense, promptly execute, deliver, file and/or reimburse (as applicable) record all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent for may reasonably request (including, without limitation, the procurement of landlord consents with respect to the assignment of the Borrower’s interests in any Real Property Assets), in order to (a) properly evidence the Borrower’s Obligations hereunder or under any Credit Document or (b) perfect, continue and all costs, expenses, losses, claims, fees protect the Liens and security interests granted or other amounts paid or incurred purported to be granted by any Collateral Documents and to enable the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, exercise and enforce its rights and interests therein or remedies hereunder and under any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Document with respect to the any Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) . The Borrower shall be in addition promptly deliver to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms a copy of each such instrument and conditions evidence of the Collateral Documentsits proper filing or recording, as necessary or reasonably requested.

Pledged Assets. Each Loan Party will At all times, (a) cause all real of the owned and leased Real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoExcluded Property) owned by the of each Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Party to be subject at all times to first priority, perfected Liens (except for Permitted Liens and those Liens for which Administrative Agent and Borrowers have reasonably determined that the cost of perfecting such Liens is excessive in relation to the benefit to Administrative Agent and Lenders afforded thereby) and, in the case of the real Property interest in each Borrowing Base Property (whether owned and leased or owned)Real Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 UCC financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c4.01(d) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any each Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations Party will cause 100% of the issued and outstanding Capital Stock of each Subsidiary owned by such Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Party to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall request. With respect to each Account for which either the perfection, enforceability, or validity of the Administrative Agent’s Liens in such Account, or the Administrative Agent’s right or ability to obtain direct payment to the Administrative Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the UCC, the Loan Parties will take such steps as the Administrative Agent may from time to time reasonably request, including compliance with the Federal Assignment of Claims Act of 1940, the Social Security Act, the Medicare Regulations and the Medicaid Regulations, in each case and such acts, rules and regulations may be amended, modified, supplemented and/or replaced from time to time. If an Event of Default exists, each Loan Party shall grant a first priority, perfected Lien (except for Permitted Liens) on any additional Property of the Loan Parties (including Excluded Property) in favor of Administrative Agent for the benefit of itself, the other Lenders and the other Secured Parties to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.Documents as requested by Administrative Agent in its sole discretion. 6.15

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; Agent and (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party will (ai) cause all of its owned and leased real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all and personal Property (includingsubject, without limitationin the case of owned real Property, any and all construction drawings, construction plans and architectural renderings relating theretoto Section 7.15) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned)Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, flood determinations, evidence of flood insurance (if applicable), landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(b), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for Xxxxx xx Xxxxxxxx Xxxxxx Xxxxxx federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Credit Party will (ai) cause all real of its Property interests related that constitutes (or pursuant to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoterms hereof is intended to constitute) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Collateral to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to in connection with any Property that becomes Collateral after the extent the delivery of the following wouldClosing Date, deliver, or, in the judgment case of agreements or other documents that require the consent of a non-Affiliate of the Administrative AgentBorrower, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect use commercially reasonable efforts to any Collateral described in the foregoing clause (a)deliver, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policiespolicies (but only after the Additional Collateral Effective Date), surveyssurveys (but only after the Additional Collateral Effective Date), environmental reportsreports (but only after the Additional Collateral Effective Date), landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens 's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c5.1(d) and (de), all in form, content and scope reasonably satisfactory to the Administrative Agent; . Without limiting the generality of the above, the Credit Parties will cause (cA) indemnify and/or reimburse 100% of the issued and outstanding Capital Stock of each Guarantor and each Domestic Subsidiary formed or acquired after the Closing Date and (B) 65% (or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (1) would not cause the undistributed earnings of such Foreign Subsidiary as applicabledetermined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the Administrative Agent for any issued and all costs, expenses, losses, claims, fees or other amounts paid or incurred outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein Borrower or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Agent shall reasonably request.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably requestDocuments, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to which own any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s 's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; Agent and (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s 's underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party The Borrower and each Crescent Guarantor will cause (ai) cause all real of its personal property located in the United States other than Excluded Property interests related and (ii) to the Borrowing Base Properties extent deemed to be material and requested by the Administrative Agent or the Required Lenders, (A) all of its owned real property (wherever located) other than the Designated Outparcels), Excluded Property and (B) all personal Property of its leased real property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretowherever located) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property, to be subject at all times to first priority, perfected (in the case of personal property the perfection of a security interest therein is governed by the Uniform Commercial Code or by filing appropriate notices of security interests in the United States Patent and Trademark Office or the United States Copyright Office, as applicable) and, in the case of the real Property interest in each Borrowing Base Property property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations Loans and obligations owing hereunder and under the other Credit Documents pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except . With respect to any real property acquired by the Borrower or any Crescent Guarantor subsequent to the extent Closing Date and required by this Section 7.13 to be pledged to secure the delivery of Loans and obligations owing hereunder and under the following wouldother Credit Documents, in the judgment of such Person will cause to be delivered to the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement Agent with respect to any Collateral described in the foregoing clause (a)such real property documents, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) instruments and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all 7.12 in form, content and scope reasonably satisfactory form acceptable to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by generality of the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateralabove, the protection of any Borrower and the Crescent Guarantors will cause 100% of the Collateral, its rights issued and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations outstanding Capital Stock of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) Borrower and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights each Domestic Subsidiary of the applicable Loan Parties under the Lease Agreements Borrower to be subject at all times to a first priority, perfected Liens in favor of the Administrative Agent Lien to secure the Obligations Loans and obligations owing hereunder and under the other Credit Documents pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request. If, subsequent to the Closing Date, the Borrower or any Crescent Guarantor shall (a) acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be pledged to the Administrative Agent as Collateral hereunder or under any of the Collateral Documents or (b) acquire or lease any real property, the Borrower and the Crescent Guarantors shall promptly notify the Administrative Agent of same. The Borrower and each Crescent Guarantor shall, and shall cause each of its Subsidiaries to, take such action (including but not limited to the actions set forth in Section 5.1(d) and Section 7.12) at its own expense as requested by the Administrative Agent to ensure that the Administrative Agent has a first priority perfected Lien to secure the Loans and obligations owing hereunder and under the other Credit Documents in all Collateral, subject only to Permitted Liens. The Borrower and each Crescent Guarantor shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Agreement.