Common use of Additional Property Clause in Contracts

Additional Property. Upon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstanding.

Additional Property. Upon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 270 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the Junior First Lien Notes Collateral Agent as may be necessary to vest in the Junior First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the Junior First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations, the senior second-priority Lien that secures the First Lien Notes Obligations and the third-priority Lien that secures the Second Lien Notes Obligations) upon such property as security for the Junior First Lien Notes Obligations and any Additional Junior First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Junior First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any Junior First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the senior first-priority Lien that secures the First Lien Notes Obligations, the second-priority Lien that secures the Second Lien Notes Obligations and the third-priority Lien that secures the ABL Obligations) upon such property as security for the Junior First Lien Notes Obligations and any Additional Junior First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Junior First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the Junior First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the Junior First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Credit Facility is outstanding.

Additional Property. (1) Upon the written request of the Seller, this Agreement shall, subject to satisfaction of the conditions set forth in Section 5.1(2), be amended by the Servicer, the Seller, the Series 2019-1 Co-Owner and the Custodian, to provide for Additional Property to be deposited with the Custodian and Transferred to the Series 2019-1 Co-Owner in respect of the Series 2019-1 Ownership Interest in accordance with the terms of such amendment. (x2) An amendment to this Agreement permitting the deposit and Transfer permitted by Section 5.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: (a) the formation or acquisition of any new Guarantor after Seller have delivered to the Issue Date owning Material Real Series 2019-1 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, (y) any Excluded Property ceasing to be Excluded Property, one or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of more Officers’ Certificates dated the date of any amendment to this Agreement, stating that the formation Seller believes that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or acquisition Class or materially adversely affect the amount or timing of a new Guarantordistributions to be made in respect of any Series or Class and, after giving effect to the amendment, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral Pool Balance shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent less than the Required Pool Amount; (b) the Rating Agency Condition with respect to the security interest amendment to this Agreement; (c) on or before the fifth Business Day immediately prior to the date that such amendment is contemplated to become effective, the Seller shall have given the Servicer, the Series 2019-1 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; (d) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 2019-1 Co-Owner and the Custodian; (e) the Series 2019-1 Co-Owner shall have received an Opinion of Counsel substantially in the form of Exhibit “G” to the Pooling and Servicing Agreement or such other form as satisfies the Rating Agency Condition, with such changes as may be appropriate to reflect that the Transfer relates to the Additional Property, rather than Ownership Interests; and (f) the Distribution Notice shall have been amended, if required, to provide for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not distributions, if any, required to be obtained under the terms made in respect of the documents governing ABL Obligations. Additionallyrelated Additional Property Agreement. (3) Upon the deposit and Transfer of Additional Property pursuant to Section 5.1(1), if the Company or any Guarantor creates any additional security Series 2019-1 Ownership Interest will, in addition to constituting an undivided co-ownership interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement Account Assets and the ABL Intercreditor Agreement. If granting a security interest in proceeds thereof, constitute the ownership of such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstandingAdditional Property.

Additional Property. Upon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 270 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations and the junior Lien that secures the Second Lien Notes Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the junior Lien that secures the Second Lien Notes Obligations and the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Credit Facility is outstanding.

Additional Property. 1. Upon (xthe written request of the Seller, this Series 2024-1 Purchase Agreement shall, subject to satisfaction of the conditions set forth in Section 4.1(2), be amended by the Servicer, the Seller, the Series 2024-1 Co- Owner and the Custodian, to provide for any Additional Property to be deposited with the Custodian and Transferred to the Series 2024-1 Co-Owner in respect of the Series 2024-1 Ownership Interest in accordance with the terms of such amendment. 2. An amendment to this Series 2024-1 Purchase Agreement permitting the deposit and Transfer permitted by Section 4.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: a) on or before the fifth Business Day immediately prior to the date that such amendment is contemplated to become effective, the Seller shall have given the Series 2024-1 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; b) the formation or acquisition Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of any new Guarantor after the Issue Date owning Material Real parties hereto, other than the Series 2024-1 Co-Owner and the Custodian; c) the Seller shall have delivered to the Series 2024-1 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, (y) any Excluded Property ceasing to be Excluded Property, one or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of more Officers’ Certificates dated the date of any amendment to this Agreement, stating that the formation Seller believes that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or acquisition Class or materially adversely affect the amount or timing of a new Guarantor, the date upon which Excluded Property ceases remittances to be classified as such, made in respect of any Series or Class; d) the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to Rating Agency Condition shall have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent been satisfied with respect to the security interest amendment to this Series 2024-1 Purchase Agreement; e) the Series 2024-1 Co-Owner shall have received an Opinion of Counsel substantially in the form of Exhibit “A” to the Pooling and Servicing Agreement or such other form as satisfies the Rating Agency Condition with such changes as may be appropriate to reflect that the Transfer relates to such Additional Property, rather than Ownership Interests; and f) the Remittance Notice shall have been amended, if required, to provide for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes deposits, remittances and each other secured party under the Collateral Documents to the extent such consent is not withdrawals, if any, required to be obtained under the terms made in respect of the documents governing ABL Obligationsrelated Additional Property Agreement. 3. AdditionallyUpon the deposit and Transfer of Additional Property pursuant to Section 4.1(1), if the Company or any Guarantor creates any additional security Series 2024-1 Ownership Interest will, in addition to constituting an undivided co-ownership interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement Account Assets and the ABL Intercreditor Agreement. If granting a security interest in proceeds thereof, constitute the ownership of such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstandingAdditional Property.

Additional Property. ‌ 1. Upon (xthe written request of the Seller, this Series 2023-2 Purchase Agreement shall, subject to satisfaction of the conditions set forth in Section 4.1(2), be amended by the Servicer, the Seller, the Series 2023-2 Co- Owner and the Custodian, to provide for any Additional Property to be deposited with the Custodian and Transferred to the Series 2023-2 Co-Owner in respect of the Series 2023-2 Ownership Interest in accordance with the terms of such amendment. 2. An amendment to this Series 2023-2 Purchase Agreement permitting the deposit and Transfer permitted by Section 4.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: a) on or before the fifth Business Day immediately prior to the date that such amendment is contemplated to become effective, the Seller shall have given the Series 2023-2 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; b) the formation or acquisition Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of any new Guarantor after the Issue Date owning Material Real parties hereto, other than the Series 2023-2 Co-Owner and the Custodian; c) the Seller shall have delivered to the Series 2023-2 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, (y) any Excluded Property ceasing to be Excluded Property, one or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of more Officers’ Certificates dated the date of any amendment to this Agreement, stating that the formation Seller believes that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or acquisition Class or materially adversely affect the amount or timing of a new Guarantor, the date upon which Excluded Property ceases remittances to be classified as such, made in respect of any Series or Class; d) the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to Rating Agency Condition shall have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent been satisfied with respect to the security interest for amendment to this Series 2023-2 Purchase Agreement; e) the benefit Series 2023-2 Co-Owner shall have received an Opinion of Counsel substantially in the First Lien Notes Collateral Agent on behalf form of the Holders of the Notes and each other secured party under the Collateral Documents Exhibit “A” to the extent Pooling and Servicing Agreement or such consent is not required other form as satisfies the Rating Agency Condition with such changes as may be appropriate to be obtained under reflect that the terms of the documents governing ABL Obligations. AdditionallyTransfer relates to such Additional Property, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstanding.rather than Ownership Interests; and

Additional Property. (1) Upon the written request of the Seller, this Agreement shall, subject to satisfaction of the conditions set forth in Section 5.1(2), be amended by the Servicer, the Seller, the Series 2023-1 Co-Owner and the Custodian, to provide for Additional Property to be deposited with the Custodian and Transferred to the Series 2023-1 Co-Owner in respect of the Series 2023-1 Ownership Interest in accordance with the terms of such amendment. (x2) An amendment to this Agreement permitting the deposit and Transfer permitted by Section 5.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: (a) the formation or acquisition of any new Guarantor after Seller shall have delivered to the Issue Date owning Material Real Series 2023-1 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, (y) any Excluded Property ceasing to be Excluded Property, one or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of more Officers’ Certificates dated the date of any amendment to this Agreement, stating that the formation Seller believes that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or acquisition Class or materially adversely affect the amount or timing of a new Guarantordistributions to be made in respect of any Series or Class and, after giving effect to the amendment, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral Pool Balance shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent less than the Required Pool Amount; (b) the Rating Agency Condition with respect to the security interest amendment to this Agreement; (c) on or before the date that such amendment is contemplated to become effective, the Seller shall have given the Servicer, the Series 2023-1 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; (d) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 2023-1 Co- Owner and the Custodian; (e) the Series 2023-1 Co-Owner shall have received an Opinion of Counsel substantially in the form of Exhibit “G” to the Pooling and Servicing Agreement or such other form as satisfies the Rating Agency Condition, with such changes as may be appropriate to reflect that the Transfer relates to the Additional Property, rather than Ownership Interests; and (f) the Distribution Notice shall have been amended, if required, to provide for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not distributions, if any, required to be obtained under the terms made in respect of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any related Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Property Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstanding.

Additional Property. Upon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 270 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Credit Facility is outstanding.

Additional Property. Upon (x) the formation or acquisition of If, from time to time, Pledgor shall be entitled to receive any new Guarantor after the Issue Date owning Material Real Property, (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items properties described in Section 11.05(a)(i)-(iii) below 1 hereof not already received by Pledgor and (B) delivered to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Secured Party upon execution of this Agreement, in any informationsuch case, documentation said property shall be received by Pledgor in trust for Secured Party, shall not be commingled with any other funds or other certificates (including but not limited to financing statements and Opinions properties of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interestPledgor, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate be pledged to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any Secured Party as additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations payment and any Additional First Lien Indebtedness with performance of the priority required by the Pari Passu Intercreditor Agreement Indebtedness, and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not shall be required to obtain such consent with respect subject to the security interest for terms hereof. Immediately upon receipt thereof, Pledgor shall deliver to and deposit with Secured Party the benefit property or any certificates or other written documents evidencing and representing all such property. In the event that during the term of this Agreement, any share dividend, reclassification, readjustment or other change is declared or made in the capital structure of the First Lien Notes Collateral Agent on behalf issuer of the Holders Pledged Shares, all new, substituted and additional shares, or other securities, issued by reason of the Notes and each other secured party under the Collateral Documents to the extent any such consent is not required to change shall be obtained held by Secured Party under the terms of this Agreement in the documents governing ABL Obligationssame manner as the shares originally pledged hereunder. AdditionallyIn the event that during the term of this Agreement, if the Company subscription warrants or any Guarantor creates any additional security interest upon any property other rights or asset options shall be issued in connection with the nature Pledged Shares, such warrants, rights and options shall be immediately delivered by Pledgor to Secured Party, and all new shares or other securities so acquired shall be immediately delivered to Secured Party, together with such instruments or powers of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, includingtransfer as Secured Party may request, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained held under the terms of this Agreement in the documents governing same manner as the First Lien Notes Obligationsshares originally pledged hereunder. For If the avoidance of doubt, neither property received by Pledgor in the Company nor any Guarantor foregoing events shall be required shares of stock or other securities, such shares of stock or other securities shall be duly endorsed in blank or accompanied by proper instruments of transfer and assignment duly executed in blank with signatures medallion guaranteed by a bank or member firm of the New York Stock Exchange. Secured Party shall be deemed to deliver (have possession of any Pledged Shares in transit t Secured Party. The Pledged Shares also includes all money or make efforts property of Pledgor in Secured Party's possession, held for or owed to deliver) Secured Party, Secured Party being granted herein the right to set off such money and property against the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstandingIndebtedness.

Additional Property. (1) Upon the written request of the Seller, this Agreement shall, subject to satisfaction of the conditions set forth in Section 5.1(2), be amended by the Servicer, the Seller, the Series 2024-1 Co-Owner and the Custodian, to provide for Additional Property to be deposited with the Custodian and Transferred to the Series 2024-1 Co-Owner in respect of the Series 2024- 1 Ownership Interest in accordance with the terms of such amendment. (x2) An amendment to this Agreement permitting the deposit and Transfer permitted by Section 5.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: (a) the formation or acquisition of any new Guarantor after Seller shall have delivered to the Issue Date owning Material Real Series 2024-1 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, (y) any Excluded Property ceasing to be Excluded Property, one or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of more Officers’ Certificates dated the date of any amendment to this Agreement, stating that the formation Seller believes that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or acquisition Class or materially adversely affect the amount or timing of a new Guarantordistributions to be made in respect of any Series or Class and, after giving effect to the amendment, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral Pool Balance shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent less than the Required Pool Amount; (b) the Rating Agency Condition with respect to the security interest amendment to this Agreement; (c) on or before the date that such amendment is contemplated to become effective, the Seller shall have given the Servicer, the Series 2024-1 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; (d) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 2024-1 Co- Owner and the Custodian; (e) the Series 2024-1 Co-Owner shall have received an Opinion of Counsel substantially in the form of Exhibit “G” to the Pooling and Servicing Agreement or such other form as satisfies the Rating Agency Condition, with such changes as may be appropriate to reflect that the Transfer relates to the Additional Property, rather than Ownership Interests; and (f) the Distribution Notice shall have been amended, if required, to provide for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not distributions, if any, required to be obtained under the terms made in respect of the documents governing ABL Obligations. Additionallyrelated Additional Property Agreement. (3) Upon the deposit and Transfer of Additional Property pursuant to Section 5.1(1), if the Company or any Guarantor creates any additional security Series 2024-1 Ownership Interest will, in addition to constituting an undivided co-ownership interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement Account Assets and the ABL Intercreditor Agreement. If granting a security interest in proceeds thereof, constitute the ownership of such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstandingAdditional Property.

Additional Property. 1. Upon (xthe written request of the Seller, this Series 2023-1 Purchase Agreement shall, subject to satisfaction of the conditions set forth in Section 4.1(2), be amended by the Servicer, the Seller, the Series 2023-1 Co- Owner and the Custodian, to provide for any Additional Property to be deposited with the Custodian and Transferred to the Series 2023-1 Co-Owner in respect of the Series 2023-1 Ownership Interest in accordance with the terms of such amendment. 2. An amendment to this Series 2023-1 Purchase Agreement permitting the deposit and Transfer permitted by Section 4.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: a) on or before the fifth Business Day immediately prior to the date that such amendment is contemplated to become effective, the Seller shall have given the Series 2023-1 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; b) the formation or acquisition Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of any new Guarantor after the Issue Date owning Material Real parties hereto, other than the Series 2023-1 Co-Owner and the Custodian; c) the Seller shall have delivered to the Series 2023-1 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, (y) any Excluded Property ceasing to be Excluded Property, one or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of more Officers’ Certificates dated the date of any amendment to this Agreement, stating that the formation Seller believes that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or acquisition Class or materially adversely affect the amount or timing of a new Guarantor, the date upon which Excluded Property ceases remittances to be classified as such, made in respect of any Series or Class; d) the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to Rating Agency Condition shall have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent been satisfied with respect to the security interest amendment to this Series 2023-1 Purchase Agreement; e) the Series 2023-1 Co-Owner shall have received an Opinion of Counsel substantially in the form of Exhibit “A” to the Pooling and Servicing Agreement or such other form as satisfies the Rating Agency Condition, with such changes as may be appropriate to reflect that the Transfer relates to such Additional Property, rather than Ownership Interests; and f) the Remittance Notice shall have been amended, if required, to provide for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes deposits, remittances and each other secured party under the Collateral Documents to the extent such consent is not withdrawals, if any, required to be obtained under the terms made in respect of the documents governing ABL Obligationsrelated Additional Property Agreement. 3. AdditionallyUpon the deposit and Transfer of Additional Property pursuant to Section 4.1(1), if the Company or any Guarantor creates any additional security Series 2023-1 Ownership Interest will, in addition to constituting an undivided co-ownership interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement Account Assets and the ABL Intercreditor Agreement. If granting a security interest in proceeds thereof, constitute the ownership of such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstandingAdditional Property.

Additional Property. (1) Upon the written request of the Sellers, this Agreement shall, subject to satisfaction of the conditions set forth in Section 5.1(2), be amended by the Servicer, the Sellers, the Series 1997-1 Co-Owner and the Custodian, to provide for Additional Property to be deposited with the Custodian and Transferred to the Series 1997-1 Co-Owner in respect of the Series 1997-1 Ownership Interest in accordance with the terms of such amendment. (x2) An amendment to this Agreement permitting the deposit and Transfer permitted by Section 5.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: (a) the formation or acquisition of any new Guarantor after Sellers have delivered to the Issue Date owning Material Real Series 1997-1 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, (y) any Excluded Property ceasing to be Excluded Property, one or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of more Officers’ Certificates dated the date of any amendment to this Agreement, stating that each of the formation Sellers believe that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or acquisition Class or materially adversely affect the amount or timing of a new Guarantordistributions to be made in respect of any Series or Class; (b) on or before the fifth (5th) Business Day immediately prior to the date that such amendment is contemplated to become effective, the date upon which Excluded Property ceases to be classified as such, or Sellers shall have given the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below Series 1997-1 Co-Owner and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority each Rating Agency notice of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property proposed Transfer of Additional Property; (other than any Excluded Propertyc) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent Rating Agency Condition with respect to the security interest amendment to this Agreement; (d) each of the Sellers shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 1997-1 Co-Owner and the Custodian; (e) the Series 1997-1 Co-Owner shall have received an Opinion of Counsel substantially in the form of Exhibit “G” to the Pooling and Servicing Agreement or such other form as satisfies the Rating Agencies, with such changes as may be appropriate to reflect that the Transfer relates to the Additional Property, rather than Ownership Interests; and (f) the Distribution Notice shall have been amended, if required, to provide for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not distributions, if any, required to be obtained under the terms made in respect of the documents governing ABL Obligations. Additionallyrelated Additional Property Agreement. (3) Upon the deposit and Transfer of Additional Property pursuant to Section 5.1(1), if the Company or any Guarantor creates any additional security Series 1997-1 Ownership Interest will, in addition to constituting an undivided co-ownership interest upon any property or asset in the nature Account Assets, constitute the ownership of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstandingProperty.

Additional Property. Upon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 270 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations and the prior Lien that secures the First Lien Notes Obligations) upon such property as security for the First Second Lien Notes Obligations and any Additional First Pari Passu Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the First Lien Notes Obligations and the prior Lien that secures the ABL Obligations) upon such property as security for the First Second Lien Notes Obligations and any Additional First Pari Passu Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Credit Facility is outstanding.

Additional Property. Upon Subject to the terms and conditions set forth in this Section 15.03, Borrower shall have the one (x1) time right to spread the lien of this Security Instrument (and the related Loan Documents) encumbering the Property to encumber all, or a portion of, the real property more particularly described or depicted in EXHIBIT G attached hereto and made a part hereof (the "Additional Collateral") subject to the satisfaction of the following conditions precedent: (a) No Event of Default shall have occurred and be continuing and Lender shall have received a certificate from Borrower confirming the foregoing. (b) Borrower shall have given Lender at least thirty (30) days prior written notice of its election to acquire the Additional Collateral. (c) Borrower shall have paid to Lender a processing fee in an amount equal to $7,500. (d) Lender shall have received a phase 1 environmental report and, if recommended under the phase 1 environmental report, a phase 2 environmental report from a nationally recognized environmental consultant approved by Lender not less than fifteen (15) days prior to such addition, which conclude that the Additional Property does not contain any Hazardous Materials. (e) Lender shall have received (i) a copy of a deed conveying all right, title and interest in and to the Additional Property to Borrower in a bona fide arms' length transaction and (ii) a letter from Borrower countersigned by a title insurance company acknowledging receipt of (1) the formation deeds and agreeing to record such deeds in the appropriate real estate records for the county in which the Additional Property is located and (2) all required transfer taxes or acquisition charges and recording fees or other applicable fees and charges. (f) Borrower shall have executed, acknowledged and delivered to Lender (i) a spreader agreement which spreads the lien of any new Guarantor after this Security Instrument to the Issue Date owning Material Real Additional Property and a UCC financing statement with respect to the Additional Property, (y) any Excluded together with a letter from Borrower countersigned by a title insurance company acknowledging receipt of such spreader agreement and UCC-1 financing statements and agreeing to record or file, as applicable, such spreader agreement in the real estate records for the county in which the Additional Property ceasing is located and to be Excluded file the UCC-1 financing statements in the office of the Secretary of State of the State in which the Borrower is organized or registered, as applicable, so as to effectively create upon such recording and filing valid and enforceable liens upon the Additional Property, of first priority, in favor of Lender, subject only to the Permitted Encumbrances and such other liens as are permitted pursuant to the Loan Documents, (ii) written confirmation from each Guarantor regarding such addition, (iii) modifications to the Loan Documents as Lender deems desirable to properly reflect the addition of the Additional Property, and (iv) such other 101 documents and agreements as reasonably requested to evidence the addition of the Additional Property. (g) Lender shall have received a title insurance policy (or (za marked, signed and redated commitment to issue such title insurance policy) insuring the acquisition lien of the mortgage encumbering the Additional Property, issued by the Company or any Guarantor after title company that issued the Issue Date title insurance policies insuring the lien of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute this Security Instrument and deliver, within 210 days dated as of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effectaddition. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent The title insurance policy issued with respect to the security interest Additional Property shall contain such endorsements and affirmative coverages as are contained in the title insurance policy insuring the lien of this Security Instrument and name Lender as the insured. Lender also shall have received copies of paid receipts showing that all premiums in respect of such endorsements and title insurance policies have been paid. (h) Lender shall have received a current title survey for the benefit Additional Property, certified to the title company and Lender and their successors and assigns, in the same form and having the same content as the certification of the First Lien Notes Collateral Agent on behalf survey of the Holders Property prepared by a professional land surveyor licensed in the State in which the Additional Property is located and reasonably acceptable to Lender. Such survey shall reflect the same legal description contained in the title insurance policy relating to the Additional Property and shall include, among other things, a metes and bounds description of the Notes real property comprising part of such Additional Property. The surveyor's seal shall be affixed to each survey and each other secured party under survey shall certify that the Collateral Documents to the extent such consent surveyed property is not required to be obtained under located in a "one-hundred-year flood hazard area." (i) Lender shall have received valid certificates of insurance indicating that the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security requirements for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority policies of insurance required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent hereunder have been satisfied with respect to the security interest Additional Property and evidence of the payment of all premiums payable for the benefit existing policy period. (j) Borrower shall deliver or cause to be delivered to Lender (i) updates certified by Borrower of all organizational documentation related to Borrower and/or the formation, structure, existence, good standing and/or qualification to do business delivered to Lender in connection with the origination of the First Lien Notes Collateral Agent on behalf Loan; (ii) good standing certificates, certificates of qualification to do business in the State in which the Additional Property is located (if required in such State) and (iii) if applicable, resolutions of the Holders General Partner authorizing the actions taken in connection with such addition. (k) Lender shall have received the following opinions of Borrower's counsel, all of which would be in form and substance and delivered by counsel reasonably acceptable to an Institutional Lender making a loan similar in size and type to the Loan: (i) an opinion of counsel admitted to practice under the laws of the Notes and each other secured party under State in which the Collateral Additional Property is located stating that the Loan Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person delivered with respect to the Notes Additional Property, pursuant to clause (f) above are valid and enforceable in accordance with their terms, subject to the laws applicable to creditors' rights and equitable principles, and that Borrower is qualified to do business and in good standing under the laws of the jurisdiction where the Additional Property is located; (ii) an opinion of counsel stating that the loan documents delivered pursuant to clause (f) above were duly authorized, executed and delivered by Borrower and that, to the best of Borrower's counsel's knowledge, the execution and delivery of such loan documents and the performance by Borrower of its obligations thereunder will not cause a breach of, or a default under, any agreement, document or instrument to which Borrower is a party or to which it or its properties are bound; and (iii) such other opinions as an Institutional Lender making a loan similar in size and type to the Loan would reasonably request. (l) No Leases shall affect the Additional Property other than those which comply with the terms of this Security Instrument. (m) Lender shall have received plans and specifications and a fixed price construction contract for the construction of the club house to be located on and be a part of the Additional Collateral (the "Club House"), and all other significant construction documents relating to the construction of the Club House. (n) Lender shall have received evidence that, both prior to and subsequent to the construction of the Club House, the Property, inclusive of the Additional Collateral, notwithstanding shall continue to be in compliance with all Development Laws, Use Requirements and other Legal Requirements. (o) Borrower shall cause Guarantor to execute a completion guaranty in form and substance reasonably satisfactory to Lender guarantying lien-free completion of the Club House. (p) The addition of the Additional Property will not have a Material Adverse Effect. (q) To the extent required, existing Property Agreements shall be modified to govern the integrated use of the Property, the Additional Property and any requirement to deliver property adjoining the Additional Property. (or make efforts to deliverr) any Lender shall have received such lien waiver or access agreement other and further approvals, opinions, which may include, without limitation, an opinion of Independent tax counsel to the ABL Agent effect that the contemplated addition of the Additional Collateral would not adversely affect the federal income tax status as REMIC, trust or other vehicle in which the Loan may be included, will not result in a deemed exchange of the Note pursuant to Section 1001 of the Code and will not adversely affect the Note's status as indebtedness for federal income tax purposes, documents and information in connection with respect the acquisition as an Institutional Lender making a loan similar in size and type to the ABL Collateral so long Loan would have reasonably requested. (s) Borrower shall have paid or reimbursed Lender for all third party out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with the acquisition and Borrower shall have paid any Ratings Agency fees, recording charges, filing fees, taxes and other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the acquisition. (t) On or prior to the date of acquisition, Borrower shall deliver an Officer's Certificate dated as of the ABL Facility is outstandingdate of such acquisition certifying that the requirements set forth in this Section 15.03 have been satisfied. (u) All of the items set forth in (a) through (t) above shall be in form and substance reasonably acceptable to an Institutional Lender making a loan similar in size and type to the Loan.

Additional Property. Upon (x) Recognizing the formation or acquisition uniqueness of any new Guarantor after each Village Plan herein, Town Code, Article 14-22, Section 14-22-1 allows for the Issue Date owning Material Real inclusion of Additional Property into a PAD, thus providing for its expansion in area. In the event Developer acquires Additional Property, and desires to subject such Additional Property to the benefits and obligations of this Agreement, Developer may request that the Town annex the Additional Property into the corporate boundaries of Town (yif such Additional Property is not already within the Town’s corporate boundaries). Upon such request, the Town shall process the annexation of the Additional Property, after payment by Developer of the Town’s annexation fee, in accordance with the requirements of ARS Section 9-471 and, upon completion, amend this Agreement and use best efforts to amend the Rezoning Ordinance, after payment by Developer of all required rezoning fees, subject to the notice and hearing requirements of ARS Section 9-462.04 to add such existing additional residential density and/or commercial uses and intensities of such Additional Property, or, if requested by Developer, add such additional residential density and/or commercial uses and intensities consistent with any zoning or plan approvals for the Additional Property. The addition of such Additional Property may increase the Maximum Density (including the Additional Property) any Excluded and alter other development parameters in connection with the Property ceasing by the amount of dwelling units and commercial acreage allowed pursuant to the existing entitlement on the property to be Excluded annexed or in accordance with an approved rezoning of the Additional Property which may be approved by the Town. Upon annexation of said Additional Property, Developer shall apply to the Town for any necessary land use approvals for the Additional Property, including any necessary amendment to this Agreement. The amendment to this Agreement may include alternative plans and land use designations, inclusion of one or more Village’s, designation of Parcels density and intensity of uses within a Village or Parcel Plan, Phasing Plans or other planning or entitlement documents. Developer shall have the right to apply for the allocation of residential density and/or commercial acreage, and the Development Rights associated with such residential density and/or commercial acreage, from existing Village Plans or Parcel Plan to the Additional Property as if the Additional Property was part of the Master Plan for the Property. At the request of the Developer Additional Property will be annexed into the Community Facilities District or alternatively, at the Developer’s request, the Town will agree to establish additional Community Facilities District. Additional properties are subject to the 25% open space requirement mentioned in 3.6. 1. If Developer desires to amend the boundaries of the existing CFD to include the Additional Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of the date of the formation or acquisition of to form a new Guarantor, CFD for the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Additional Property, as applicable, (A) then Developer will pay all costs associated with regard to any Material Real Property enlarging the existing CFD or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent creating a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstandingnew CFD.