Common use of Additional Security; Further Assurances; etc Clause in Contracts

Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property of the Borrower and such other Credit Party as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Except as otherwise provided in Section 9.13, Borrower will, and will cause each other Credit Party of its Wholly-Owned Domestic Subsidiaries to, grant to the Collateral Agent for the benefit of the Secured Creditors Lender security interests and Mortgages mortgages in such assets and Real Property properties of the Borrower and such other Credit Party Wholly-Owned Domestic Subsidiaries as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders Lender (collectively, the “Additional Security Documents”). All such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance reasonably satisfactory to Lender and shall constitute, after appropriate filings have been made (to the Collateral Agent and shall constitute extent required to be so made), valid and enforceable perfected security interests, hypothecations interests and Mortgages mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent Lender required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each of the other Credit Party Parties that are Subsidiaries (other than International Subsidiaries) of the Borrower to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property properties of the Borrower and such other Credit Party Parties that are Subsidiaries (other than International Subsidiaries) of the Borrower as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “"Additional Security Documents”"). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected security interests, hypothecations interests and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower Parent will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property of the Borrower Parent and such other Credit Party as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a7.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party and Parent and its Subsidiaries shall not be required to grant a Mortgage in (x) any Leasehold, (yin) any owned Real Property the book value Fair Market Value of which is less than $5,000,000 750,000, any Leasehold for which the aggregate annual rental payments are less than $500,000 or any Leasehold with respect to which the respective Credit Party has not obtained (zafter using commercially reasonable efforts to obtain same) any REO Assetsthe consent of the lessor to grant a mortgage in such Leasehold.

Additional Security; Further Assurances; etc. (a) The Borrower Parent will, and will cause each other Credit Party to, to grant to the Collateral Security Agent for the benefit of the Secured Creditors security interests and Mortgages in (i) the Mortgaged Properties listed on Schedule 8.12 attached hereto within 120 days (or such longer period as the Administrative Agent may agree) following the Effective Date and (ii) the other assets and Material Real Property of the Borrower and such Parent or other Credit Party acquired after the Effective Date as are not automatically subject to a Lien pursuant to pre-existing Security Documents, but solely to the extent that such other assets and Material Real Property would have been covered by the original Security Documents and had such Credit Party owned them on the Effective Date, within 120 days (or such longer period as may be reasonably requested from time to time by the Administrative Agent may agree) following Administrative Agent’s reasonable request therefor (or as otherwise may be required pursuant to the Required Lenders Intercreditor Agreement), in each case subject to Permitted Liens and subject to the limitations and exceptions of the Security Documents (collectively, the “Additional Security Documents”). All such security interests and Mortgages ; provided, however, that, the Borrower shall be granted pursuant to documentation reasonably satisfactory in form and substance provide not less than 30 days’ prior written notice to the Collateral Security Agent (or such shorter period as the Administrative Agent shall agree) (which shall in turn promptly notify the Lenders) of any proposed execution and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights delivery of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, a Mortgage in the case respect of Real a Flood Hazard Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoingforegoing or anything else contained herein, this Section 5.12(a8.12(a) shall not apply to (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less other than $5,000,000 Material Real Property, (ii) any motor vehicles, or (ziii) any REO Assetsother assets expressly excluded from Security Agreement Collateral or any other Collateral under any of the Security Documents.

Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Parties (x) security interests and Mortgages in such assets and Real Property of the Borrower and such other Credit Party as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders Lenders; provided that such Credit Parties shall only be required to deliver such documentation and grant security interests in such assets as they would have been required to deliver if such Credit Party were a Credit Party on the Effective Date and (y) Mortgages in any Real Property of the Borrower and such other Credit Party acquired after the Effective Date; provided Real Property having a Fair Market Value of not more than $12.0 million in the aggregate shall be excepted from the requirements of this clause (y) (any such additional Mortgages, collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoEncumbrances. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each of the other Credit Party Parties to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property of the Borrower Borrower’s and such other Credit Party Parties’ assets, properties and owned real properties as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”); provided that the Credit Parties shall not be required to grant Liens on (i) assets that are subject to express exclusions in the Security Documents until (and then to the extent) such exclusions are no longer applicable and (ii) any parcel (including contiguous parcels) of Real Property that is a Leasehold interest or having a Fair Market Value of less than $5,000,000. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected security interests, hypothecations interests and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Borrower shall cause the Additional Security Documents or instruments related thereto shall to be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower Each of the Credit Parties will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Parties security interests and Mortgages in such assets and Real Property of the Borrower such Credit Party and such other Credit Party (other than any Excluded Assets) as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent (or otherwise required at such time pursuant to the Required Lenders Intercreditor Agreement) (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and interests subject to no other Liens (except for Permitted Liens, it being understood that Liens or, in permitted by Section 10.01(d) shall be subject to the case terms of Real Property, the Permitted Encumbrances related theretoIntercreditor Agreement). The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property of the Borrower and such other Credit Party as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons (other than the First Lien Collateral Agent) and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 2,500,000 or (z) any REO AssetsProperty.

Additional Security; Further Assurances; etc. (a) The Borrower Subject to clause (e) of this Section 8.12, Holdings will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Creditors, at the expense of the Borrower, security interests and Mortgages (not to exceed 110% of the Fair Market Value of the Real Property being mortgaged) in such the assets and Real Property of the Borrower Holdings and such other Credit Party as are not covered by the original Security Documents and Documents, as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (or otherwise required at such time pursuant to the Security Documents, subject to the terms of the Subordination Agreement) (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and the Required Lenders and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior with respect to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoCollateral. The Additional Security Documents or instruments related thereto shall shall, at the expense of the Borrower, be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoing, this Section 5.12(a8.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party and Holdings and its Subsidiaries shall not be required to grant a security interest or Mortgage in in) (x) any Leasehold, (yi) any owned Real Property the book value Fair Market Value of which is less than $5,000,000 2,000,000 or any Leasehold unless, in either case, a Mortgage is granted (or required to be granted) in respect of such Real Property pursuant to the terms of either the ABL Loan Documents or the documents governing any secured Indebtedness incurred or issued in reliance on Section 9.04(r), (ii) any motor vehicles, (iii) [reserved] or (ziv) any REO Assetsother assets expressly excluded from Security Agreement Collateral or any other Collateral under any of the Security Documents, including any Excluded Assets (as defined in the Security Agreement).

Additional Security; Further Assurances; etc. (a) The Borrower Holdings will, and will cause each of the other Credit Party Parties that are Subsidiaries of Holdings to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property properties of the Borrower Holdings and such other Credit Party Parties that are Subsidiaries of Holdings as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”); provided that the pledge of the outstanding capital stock of any Foreign Subsidiary directly owned by the Borrower or a Domestic Subsidiary shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such Foreign Subsidiary and (y) one-hundred percent (100%) of the non-voting Equity Interests of such Foreign Subsidiary. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Administrative Agent) shall constitute valid and enforceable perfected security interests, hypothecations interests and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property of the Borrower and such other Credit Party as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid valid, enforceable and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a8.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any and the Borrower and the other Credit Party Parties shall not be required to grant a Mortgage in in) (xi) any Leasehold, (y) any fee-owned Real Property the book value Fair Market Value of which is less than $5,000,000 2,500,000 or (zii) any REO AssetsLeasehold (unless, in either case, a Mortgage on any such Real Property (including Leaseholds) is granted (or required to be granted) under the Permitted Revolving Credit Facility Documents).

Additional Security; Further Assurances; etc. (a) The Borrower Holdings will, and will cause each of the other Credit Party Parties to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property properties (leased or owned) of the Borrower and such the other Credit Party Parties as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or but otherwise subject to any limitations set forth in the Required Lenders Security Documents as to “excluded assets” (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages interests superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoing, this Section 5.12(a9.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party and Holdings and its Subsidiaries shall not be required to grant a Mortgage in in) (xx)(I) any Leaseholdthe Real Property at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 and (yII) any owned Real Property the book fair market value of which (as determined in good faith by the Borrower) is less than $5,000,000 or (zy) any REO AssetsLeasehold.

Additional Security; Further Assurances; etc. (a) The Borrower Holdings will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property of the Borrower Holdings and such other Credit Party (including, without limitation properties of Holdings and such other Credit Party acquired subsequent to the Effective Date) as are not covered by the original Security Documents (including, without limitation, with respect to any such property, pursuant to grants pursuant to the laws of Scotland) and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”); provided that no Credit Party shall be required to take any action to grant or perfect a security interest on any Excluded Asset. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, interests and hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower Each of the Credit Parties will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Parties security interests and Mortgages in such assets and Real Property of the Borrower such Credit Party and such other Credit Party as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent (or otherwise required at such time pursuant to the Required Lenders Intercreditor Agreement) (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and interests subject to no other Liens (except for Permitted Liens, it being understood that Liens or, in permitted by Section 10.01(d) shall be subject to the case terms of Real Property, the Permitted Encumbrances related theretoIntercreditor Agreement). The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a9.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any and the Company and the other Credit Party Parties shall not be required to grant a Mortgage in (xin) any Leasehold, (y) any owned Real Property unless a Mortgage is granted in respect of such Real Property pursuant to the book value terms of which is less than $5,000,000 the First Lien Debt Documents, the Second Lien Notes Documents, the Refinancing Second Lien Notes Documents, the New Notes Documents, the Refinancing New Notes Documents or (z) any REO AssetsQualified Secured Debt Documents.

Additional Security; Further Assurances; etc. (a) The Borrower Holdings will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property of the Borrower and such other Credit Party as that are not covered by acquired after the original Security Documents and Initial Borrowing Date as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable first priority perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a9.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party and Holdings and its Subsidiaries shall not be required to grant a Mortgage in (xin) any Leasehold, (y) any owned Real Property the book value Fair Market Value of which (including for this purpose, without limitation, all land, improvements and fixtures) is less than $5,000,000 or (z) any REO Assets250,000.

Additional Security; Further Assurances; etc. (a) The Borrower Holdings will, and will cause each other Credit Endeavour Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property of the Borrower Holdings and such other Credit Endeavour Party (including, without limitation properties of Holdings and such other Endeavour Party acquired subsequent to the Effective Date) as are not covered by the original Security Documents (including, without limitation, with respect to any such property, pursuant to grants pursuant to the laws of Scotland) and as may be reasonably requested from time to time by the Administrative Agent Payee or the Required Lenders Collateral Agent (collectively, the “Additional Security Documents”); provided that no Endeavour Party shall be required to take any action to grant or perfect a security interest on any Excluded Asset. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, interests and hypothecations and Mortgages mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Except as otherwise provided in Section 9.14 and subject to (i) the exclusion of Billboard Real Estate as provided in Section 5.01(j)(ii), (ii) the exclusion of the Payroll Account and cash on deposit in the Payroll Account (as provided in the definition of Collateral), and (iii) the exclusion of Excluded Property (as defined in the Security Agreement), Borrower will, and will cause each other Credit Party of its Wholly-Owned Domestic Subsidiaries to, grant to the Collateral Agent for the benefit of the Secured Creditors Lender security interests and Mortgages mortgages in such assets and Real Property properties of the Borrower and such other Credit Party Wholly-Owned Domestic Subsidiaries as are not covered by the original Security Documents and as execute and deliver to Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including, but not limited to, the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), all of which may be reasonably requested from time to time by the Administrative Agent or the Required Lenders Xxxxxx (collectively, the “Additional Security Documents”). All such security interests and Mortgages Additional Security Documents shall be granted pursuant to documentation reasonably satisfactory in form and substance satisfactory to Lender and shall constitute, after appropriate filings have been made (to the Collateral Agent and shall constitute extent required to be so made), valid and enforceable perfected security interests, hypothecations interests and Mortgages mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent Lender required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property of the Borrower and such other Credit Party as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 2,500,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each of the other Credit Party Parties that are Subsidiaries of the Borrower to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property properties of the Borrower and such other Credit Party Parties that are Subsidiaries of the Borrower as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”"ADDITIONAL SECURITY DOCUMENTS"). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected security interests, hypothecations interests and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower Each of the Credit Parties will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Parties security interests and Mortgages in such assets and Real Property of the Borrower such Credit Party and such other Credit Party as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent (or otherwise required at such time pursuant to the Required Lenders Intercreditor Agreement) (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and interests subject to no other Liens (except for Permitted Liens, it being understood that Liens or, in permitted by Section 10.01(d) shall be subject to the case terms of Real Property, the Permitted Encumbrances related theretoIntercreditor Agreement). The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a9.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any and the Company and the other Credit Party Parties shall not be required to grant a Mortgage in (xmortgage in) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO AssetsProperty.

Additional Security; Further Assurances; etc. (a) The Borrower (i) Each of the Borrowers will, and will cause each other Credit Party of the Subsidiary Guarantors to, grant to the Collateral Agent Agent, for the benefit of the Banks and the other Secured Creditors described in the Security Documents, security interests and Mortgages mortgages in such assets and Real Property properties of the such Borrower and or such other Credit Party Subsidiary Guarantors as are not covered by the original Security Documents and or as may be reasonably requested from time to time by the Administrative Agent or Required Banks (the Required Lenders (collectively, the “"Additional Security Documents”"). All such Such security interests and Mortgages mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall (except as otherwise consented to by the Required Banks) constitute valid and enforceable perfected security interests, hypothecations and Mortgages interests superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens, except such Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoas are permitted by Section 8.01. The Additional Security Documents or other instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens Liens, in favor of the Collateral Agent for the benefit of the Banks and the other Secured Creditors, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a7.09(a) shall not (i) apply to any Excluded Collateral or (ii) require any operating lease which by its terms prevents the respective Credit Party from granting a security interest therein, provided that such Credit Party shall use reasonable good faith efforts at the time it enters into any such lease, to grant a Mortgage in (x) have any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assetssuch restrictive terms eliminated.

Additional Security; Further Assurances; etc. (a) The Borrower Company will, and will cause each other Credit Party the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages mortgages (each a "New Mortgage") in such assets and owned Real Property (x) acquired after the Restatement Effective Date or (y) of a Subsidiary Guarantor owned on the Borrower and such other Credit Party as are not covered by the original Security Documents and date it first becomes a Subsidiary Guarantor or thereafter acquired, in each case as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”)Agent. All such security interests and Such New Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages Liens superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoas are permitted by Section 8.03. The Additional Security Documents New Mortgages or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents New Mortgages and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding , with each New Mortgage to be accom- panied by mortgage policies related thereto reasonably satisfactory to the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO AssetsAgent.

Additional Security; Further Assurances; etc. (a) The Borrower Holdings will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and in all assets that constitute Collateral (including Mortgages in such assets and Real Property of the Borrower Holdings and such other Credit Party Party) as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent, the Collateral Agent or the Required Lenders (collectively, the “Additional Security Documents”), along with such opinions of counsel, title insurance and other related documents as may be requested by the Collateral Agent. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a10.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party and Holdings and its Subsidiaries shall not be required to grant a Mortgage in (x) any Leasehold, (yin) any owned Real Property the book value Fair Market Value of which is less than $5,000,000 or (z) any REO AssetsLeasehold.

Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each of the other Credit Party Parties that are Subsidiaries of the Borrower to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property properties of the Borrower and such other Credit Party Parties that are Subsidiaries of the Borrower as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “"Additional Security Documents”"). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected security interests, hypothecations interests and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property of the Borrower and such other Credit Party as are not covered by the original Security Documents Documents, other than Excluded Property (as defined in the Guaranty and Collateral Agreement), and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid valid, enforceable and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.this

Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each of the other Credit Party Parties that are Subsidiaries of the Borrower to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property properties of the Borrower and such other Credit Party Parties that are Subsidiaries of the Borrower as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “"Additional Security Documents”"), provided that the Borrower and the other Credit Parties shall not be obligated to grant a Mortgage on Real Property if the fair market value thereof (as determined in good faith by the Borrower) is less than $500,000. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected security interests, hypothecations interests and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower --------------------------------------------- will, and will cause each of the other Credit Party Parties to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property properties of the Borrower and such the other Credit Party Parties as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “"Additional Security Documents”"); provided, -------- however, neither the Borrower nor any other Credit Party will be required to ------- grant a Mortgage on any Real Property pursuant to this Section 8.12(a) unless the fair market value (as determined in good faith by the Borrower) of such Real Property equals or exceeds $2,500,000. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected security interests, hypothecations interests and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower Holdings will, -------------------------------------------- and will cause each of the other Credit Party Parties to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property properties of Holdings and the Borrower and such other Credit Party Parties as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “"Additional Security Documents”"). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected security interests, hypothecations interests and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding anything to the foregoing, contrary contained above in this Section 5.12(a) shall not 8.12(a), (i) apply to neither Holdings nor any Excluded Collateral or (ii) require any other Credit Party shall be required to grant a Mortgage in on any Real Property that is a Leasehold and (xii) any Leasehold, (y) any the Borrower and the other Credit Parties only shall be required to grant a Mortgage with respect to a fee owned Real Property which has a fair market value at the book value time of which is less than acquisition thereof of $5,000,000 1,000,000 or (z) any REO Assetsmore.

Additional Security; Further Assurances; etc. (a) The Borrower --------------------------------------------- will, and will cause each other Credit Party Subsidiary Guarantor to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property properties of the Borrower and such other Credit Party the Subsidiary Guarantors as are not covered by the original Security Documents Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “"Additional Security Documents”)") , provided that neither the Borrower nor any of its -------- Subsidiaries shall be required to grant a security interest in any of its assets to the extent same would not be permitted under any law applicable to the Borrower or such Subsidiary, as such determination is reasonably agreed to by the Administrative Agent. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected security interests, hypothecations interests and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property of the Borrower and such other Credit Party as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 2,500,000 or (z) any REO AssetsProperty.

Additional Security; Further Assurances; etc. (a) The Holdings and the Borrower will, and the Borrower will cause each of the other Credit Party Parties to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property properties (leased or owned) of the Borrower and such the other Credit Party Parties as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”); provided, however, until such time as the Existing Holdings Notes have been repaid in full (or the limitation on Liens covenant under the Existing Holdings Note Indenture has been eliminated), Holdings only shall be required to pledge the Equity Interests of its Subsidiaries pursuant to this Section 8.12. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable perfected security interests, hypothecations and Mortgages interests superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoing, this Section 5.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party to grant a Mortgage in (x) any Leasehold, (y) any owned Real Property the book value of which is less than $5,000,000 or (z) any REO Assets.

Additional Security; Further Assurances; etc. (a) The Borrower Holdings will, and will cause each of the other Credit Party Parties to, grant to the Collateral Agent for the benefit of the Secured Creditors Lenders security interests and Mortgages in such assets and Real Property properties of Holdings and the Borrower and such other Credit Party Parties as are not covered by the original Security Collateral Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Collateral Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests, hypothecations interests and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of Real Property, the Permitted Encumbrances related theretoLiens. The Additional Security Collateral Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Collateral Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding anything to the foregoing, contrary contained above in this Section 5.12(a) 5.11(a), so long as the aggregate fair market value of all fee owned Real Estate that is not subject to a Mortgage does not exceed $20,000,000, then Borrower and the other Credit Parties shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party only be required to grant a Mortgage in (x) any Leasehold, (y) any with respect to fee owned Real Property Estate which has a fair market value at the book value time of which is less than acquisition thereof of $5,000,000 750,000 or (z) any REO Assetsmore.

Additional Security; Further Assurances; etc. (a) The Borrower Holdings will, and will cause each other Credit Party to, grant to the Collateral Agent (or such other trustee, sub-agent or other third party as may be required or desired under local law) for the benefit of the Secured Creditors security interests and Mortgages in such assets and owned Real Property of the Borrower Holdings and such other Credit Party as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interestsinterests (or the equivalent under local law), hypothecations and Mortgages superior to and prior to the rights of all third Persons and enforceable against third parties and subject to no other Liens except for Permitted Liens or, in the case of owned Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be have been, at the expense of Holdings and the Borrower, duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or such other trustee, sub-agent or other third party as may be required or desired under local law) required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full. Notwithstanding the foregoing, this Section 5.12(a9.12(a) shall not (i) apply to any Excluded Collateral or (ii) require any Credit Party and Holdings and its Subsidiaries shall not be required to grant a Mortgage in (x) any Leasehold, (yin) any owned Real Property the book value Fair Market Value of which is less than $5,000,000 1,000,000 or (z) any REO AssetsLeasehold.