Common use of Additional Security; Further Assurances Clause in Contracts

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries to, grant to the Collateral Agent security interests in such assets and properties of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower In the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Date, the Company shall promptly notify the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time, the Company will, and will cause each of its Domestic Subsidiaries such Subsidiary Guarantor to, grant to execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent security interests may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such assets and properties additional Real Property of any of the Borrower and its Subsidiaries as are not covered by the original Security DocumentsCompany or a Subsidiary Guarantor (each such Real Property, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "an “Additional Security Documents"Mortgaged Property”). All such security interests and mortgages Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens Liens, in either case except for Permitted LiensEncumbrances. The Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto). (b) The Borrower Following the Restatement Effective Date, the Company will, and will cause each of its Subsidiaries to, at the expense of the BorrowerCompany and such Subsidiaries, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire to ensure the validity, enforceability, perfection or priority of the Collateral Agent’s and Administrative Agent’s security interest in the Collateral or to enable the Collateral Agent and Administrative Agent to realize or exercise the rights and benefits intended to be created by the Security Documents. Furthermore, the Borrower Company shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance, appraisals, surveys, life of loan flood hazard determinations (together with a notices about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable Credit Party relating thereto, if applicable) and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 has been complied with. (c) In the event the Administrative Agent or the Required Lenders reasonably determine the following are required or advisable under applicable law or regulation, the Company shall obtain real estate appraisals with respect to each Mortgaged Property, which real estate appraisal shall follow the valuation procedures set forth in 12 CFR, Part 34 -Subpart C, and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower Company agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested in writing to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Lenders.

Additional Security; Further Assurances. (a) The Borrower will, and Each Credit Party will cause each of its Domestic Subsidiaries to, grant to the Collateral Agent security interests and mortgages in such assets and properties real property of the Borrower Parent and its such Subsidiaries as are not covered by the original Security DocumentsDocuments (subject to the applicable exceptions contained therein), and as may be reasonably requested from time to time by the Administrative Agent or the Required Banks Holders (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 have been be paid in full. (b) The Borrower Each Credit Party will, and will cause each of its Subsidiaries to, at the expense of the BorrowerCredit Parties, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, limited powers of attorney, certificates, surveysreal property surveys (it being understood that the Credit Parties shall be under no obligation to obtain any such survey), reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire in order for the Collateral Agent to fully enforce its rights under the Security Documents. Furthermore, the Borrower Parent shall cause to be delivered to the Collateral Agent holders of Notes such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent Required Holders to assure themselves them that this Section 7.11 9.9 has been complied with. (c) The Borrower Parent agrees to cause each Subsidiary of the Parent established or created in accordance with Section 10.15 to execute and deliver a counterpart hereto and to the Guarantee (and/or an assumption agreement in form and substance satisfactory to the Required Holders) whereby such Subsidiary shall become a party hereto and thereto as a Guarantor. (d) The Parent will cause each Subsidiary of the Parent established or created in accordance with Section 10.15 to grant to the Collateral Agent a Lien (subject only to Permitted Liens) on property (tangible and intangible) of such Subsidiary upon terms and with exceptions similar to those set forth in the Security Documents, as appropriate, and reasonably satisfactory in form and substance to the Required Holders. In connection with the actions required to be taken pursuant to the immediately preceding sentence, the respective Subsidiary shall become a party to the various existing Security Documents by executing counterparts thereof and/or assumption agreements relating thereto (together with the delivery of updated schedules) in each case pursuant to documentation in form and substance reasonably satisfactory to the Required Holders, or shall enter into and deliver such new Security Documents as may be requested by the Required Holders. Each Issuer and each Subsidiary Guarantor will cause each of its Subsidiaries, at its own expense, to execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the foregoing Liens. Each Issuer and each Subsidiary Guarantor will cause each of such Subsidiaries to take all actions reasonably requested by the Required Holders (including, without limitation, the filing of UCC-1’s) in connection with the granting of such security interests. (e) At any time after the Closing Date at which any Issuer or Subsidiary Guarantor receives or has performed on its behalf any survey of any Mortgaged Property (it being understood that no Issuer or Subsidiary Guarantor shall be under any obligation to obtain any such survey), such Issuer or Subsidiary Guarantor, as the case may be, shall promptly thereafter deliver a copy of such survey to the holders of Notes. (f) Each of the Credit Parties agrees that each action required above by this Section 7.11 9.9 shall be completed as soon as possible, but in no event later than 90 60 days after such action is either requested to be taken by the Administrative Collateral Agent or the Required Banks Holders or required to be taken by the Borrower Parent and its Subsidiaries pursuant to the terms of this Section 7.119.9; provided that (i) each newly acquired or created Subsidiary of the Parent shall be required to take the actions specified above concurrently (or promptly thereafter) with the creation or acquisition thereof (directly or indirectly) by a Credit Party, and (ii) in no event shall the Borrower will any Credit Party or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.119.9.

Additional Security; Further Assurances. (a) The Promptly, and in any event within 90 days after the acquisition of assets of the type that would have constituted Collateral (if the person acquiring such assets had executed an appropriate Security Document on the Effective Date) at the Effective Date (the "Additional Collateral"), the Borrower will, and will cause each of its Domestic Subsidiaries the Subsidiary Guarantors to, at the request of the Collateral Agent following consultation with the Borrower as to the value of any such Additional Collateral, take all necessary action, including entering into the appropriate security documents and filing the appropriate financing statements under the provisions of the UCC or applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to grant the Collateral Agent a perfected Lien in such Collateral (or comparable interest under foreign law in the case of foreign Collateral) pursuant to and to the full extent required by the Security Documents and this Agreement, subject to (i) in the case of such Collateral constituting Fee Property, Permitted Encumbrances and Liens permitted by the applicable Mortgage, (ii) in the case of such Collateral constituting Leased Property, Liens permitted by the Collateral Assignment of Leases or Collateral Assignment of Location Leases, as the case may be, and (iii) in the case of such Collateral not constituting Real Property, Permitted Liens; provided that no such action will be required by the Borrower or any of the Subsidiary Guarantors to the extent that any such Additional Collateral is subject to a preexisting agreement which prohibits the granting of any additional liens; provided further that such preexisting agreement was not entered into in connection with, or in anticipation of or contemplation of, the acquisition of such assets by the Borrower or any of its Subsidiaries. In the event that the Borrower or any of the Subsidiary Guarantors acquires an interest in (x) additional Fee Property that the Administrative Agent reasonably deems material to the Business, the Borrower and such Subsidiary Guarantors, as the case may be, will take such actions and execute such documents as the Administrative Agent shall require, to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage (including, without limitation, satisfaction of the conditions set forth in Section 5.03 and the Additional Mortgage Conditions) (an "Additional Mortgage") or (y) additional Leased Property, the Borrower and such Subsidiary Guarantors, as the case may be, will take such actions and execute such documents as the Administrative Agent shall require to subject such Leased Property to the Lien on the Collateral Assignment of Leases or Collateral Assignment of Location Leases, as the case may be, and in the case of any Principal Leased Property shall endeavor in a reasonable manner to obtain and deliver to the Collateral Agent security interests a Landlord Consent, Lien Waiver and Access Agreement from the lessor of such additional Leased Property. All actions taken by the parties in such assets and properties connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Collateral Agent, shall be for the account of the Borrower and its Subsidiaries as are not covered by the original Security DocumentsBorrower, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages which shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of pay all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in fullreasonable sums due on demand. (b) The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire upon reasonable notice. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance, surveys and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves that this Section 7.11 8.10 has been complied with. (c) If the Administrative Agent or the Required Banks reasonably determine (and so advise the Borrower) that they are required by law or regulation to have appraisals prepared in respect of the Real Property of the Borrower and its Subsidiaries constituting Collateral, the Borrower shall provide to the Collateral Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance reasonably satisfactory to the Collateral Agent; provided, however, that no Subsidiary Guarantor or the Borrower collectively, shall be required to obtain any such appraisal for any such location more frequently than once in any 36 consecutive month period. (d) The Borrower agrees that each action required above by this Section 7.11 8.10 shall be completed as soon as possible, but in no event later than within 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries any Subsidiary Guarantor pursuant to the terms of this Section 7.118.10 or, if such action is not capable of completion within such 90 day period, the Borrower or any Subsidiary Guarantor, as the case may be, shall use their reasonable efforts to complete such action within the reasonable period in which it can be expected to be completed; provided that in no event shall the Borrower or any of their Subsidiaries be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.10.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries (other than Designated Non-Guarantor Subsidiaries) to, grant to the Collateral Agent from time to time security interests interests, Liens and mortgages in and upon such assets and real properties of the Borrower and its Subsidiaries or such Subsidiary as are not covered by the original Security Documents, Documents executed and delivered on the Amendment Effective Date or pursuant to SECTION 6.8 or as may be requested from time to time by the Administrative Agent Required Lenders (including, without limitation, Liens on real properties acquired by the Borrower or such Subsidiary in connection with any Permitted Acquisition); provided that the Required Banks (collectivelyBorrower will not be obligated to execute and deliver leasehold mortgages with respect to the leased properties set forth on SCHEDULE 5.12(b) as of the Amendment Effective Date. Such security interests, the "Additional Security Documents"). All such security interests Liens and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance satisfactory to the Administrative Agent Required Lenders and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third other Persons and subject to no Liens other Liens except for than Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor Without limitation of the Collateral Agent required foregoing, in connection with the grant of any mortgage or deed of trust with respect to be granted pursuant any fee or leasehold interest in real property, the Borrower will, and will cause each applicable Subsidiary to, at the Borrower's expense, prepare, obtain and deliver to the Additional Security Documents and all taxesAgent any environmental assessments, fees appraisals, surveys, title insurance and other charges payable in connection therewith shall have been paid in fullmatters or documents (including, without limitation, Landlord Consents) as the Agent may reasonably request or as may be required under applicable banking laws and regulations. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledgeacknowledge and deliver any amendments, file and/or deliver to the Collateral Agent modifications or supplements hereto and restatements hereof and any other agreements, instruments or documents, and take any and all such other actions, as may from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required Lenders to be taken by perfect and maintain the Borrower validity and its Subsidiaries priority of the Liens granted pursuant to the terms Security Documents and to effect, confirm or further assure or protect and preserve the interests, rights and remedies of the Agent and the Lenders under this Section 7.11; provided that in no event shall Agreement and the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Credit Documents.

Additional Security; Further Assurances. (a) The --------------------------------------- Borrower will, and will cause each of its Domestic Subsidiaries to, grant to the Collateral Agent security interests and mortgages (an "Additional Mortgage") in such assets and properties owned or leased Real Property of the Borrower and its Domestic Subsidiaries (other than any Real Property which secures Indebtedness permitted under Section 8.4 and subject to a Lien permitted under Section 8.3, to the extent prohibited by such Lien or the terms of such Indebtedness) as are not covered acquired after the Initial Borrowing Date by the original Security DocumentsBorrower or such Subsidiary and that, together with any improvements thereof, individually have a value of at least $2,500,000, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectivelyLenders, as additional security for the "Additional Security Documents")Obligations. All such security interests and mortgages Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons other than such Persons holding Liens permitted by Section 8.3 and subject to no other Liens except for Permitted Liensas are permitted by Section 8.3 at the time of perfection thereof. The Additional Security Documents Mortgages or instruments related thereto shall have been 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 Mortgages and all taxes, fees and other charges payable in connection therewith shall have been be paid in full. If requested by the Agent or the Required Lenders, the Borrower shall provide a lender's title policy with respect to each such Additional Mortgage conforming to the requirements of Section 5.1(1)(iii). (b) The At the request of the Agent or the Required Lenders, Holdings shall provide to the Agent appraisals satisfying and to the extent required by applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 in respect of the Real Property of the Borrower willand its Subsidiaries constituting Collateral (other than the original Mortgaged Properties), in form and will cause substance satisfactory to the Agent. (c) With respect to any assets of the type covered by the Security Agreements and acquired after the Initial Borrowing Date, and, upon the occurrence of an Event of Default and at the request of the Required Lenders, with respect to any other assets or property of Holdings and its Domestic Subsidiaries, as to which the Collateral Agent, for the benefit of the Lenders, does not have a perfected Lien, each of Holdings and its Domestic Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or agrees to (i) execute and deliver to the Collateral Agent from time such amendments to time this Agreement or the Security Agreements or such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermorerequests in order to grant to the Collateral Agent, for the benefit of the Lenders, a security interest in such assets, and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent, for the benefit of the Lenders, a security interest in such assets that is perfected to the same extent as and with the same priority as the comparable security interests previously granted under the Security Documents, including without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the appropriate Security Agreements or by law or as may be requested by the Agent. (d) With respect to any Domestic Subsidiary or any Foreign Subsidiary owned directly by the Borrower or any Domestic Subsidiary and created or acquired after the Initial Borrowing Date, (i) the Borrower or the applicable Subsidiary shall cause to be executed and delivered to the Collateral Agent a pledge agreement, in form, scope and substance reasonably satisfactory to the Agent, granting to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in all of the capital stock of such opinions Domestic Subsidiary or 65% of counsel the capital stock of such Foreign Subsidiary, as applicable, (ii) the Borrower shall deliver to the Collateral Agent the certificates representing such capital stock, together with undated stock powers, executed in blank, (iii) the Borrower shall cause such Domestic Subsidiary to execute and other related documents as may be reasonably deliver a Subsidiary Guaranty, (iv) the Borrower shall cause such Domestic Subsidiary to execute and deliver a Security Agreement and (v) the Borrower shall execute and deliver such amendments to this Agreement requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied withreflect the existence of such Domestic Subsidiary. (ce) The Holdings and the Borrower agrees agree that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 60 days (75 days in the case of clause (b) above) after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; Lenders, provided that in no event shall the Borrower Holdings or any of its Subsidiaries be -------- required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its their compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Holdings and the Borrower will, and will cause each of its their Domestic Subsidiaries (and to the extent Section 8.12 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests in such assets and properties personal property of the Borrower Holdings and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks 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 Administrative Agent and shall constitute Agent, in each case constituting valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Holdings and the Borrower will, and will cause each of its their respective Subsidiaries to, at the expense of Holdings and the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports certificates and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, Holdings and the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.Section

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Wholly-Owned Domestic Subsidiaries (and to the extent Section 8.12 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and mortgages in such assets and properties real property of the Borrower and its Wholly-Owned Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Wholly-Owned Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire (including, without limitation, reregistering the certificate of title of any mobile Healthcare Unit in any state in which such Healthcare Unit primarily operates, to the extent the Collateral Agent determines, in its reasonable discretion, that such action is required to ensure the perfection of its security interest in such Collateral). Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.Section

Additional Security; Further Assurances. (a) The Pledge of --------------------------------------- --------- Additional Collateral. Promptly, and in any event within 90 days after the --------------------- acquisition of assets of the type that would have constituted Collateral (if the person acquiring such assets had executed an appropriate Security Document on the Effective Date) at the Effective Date (the "Additional Collateral"), --------------------- Holdings and the Borrower will, and will cause each of its Domestic Subsidiaries the Guarantors to, grant to at the Collateral Agent security interests in such assets and properties of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor request of the Collateral Agent required following consultation with the Company as to be granted the value of any such Additional Collateral, take all necessary action, including entering into the appropriate security documents and filing the appropriate financing statements under the provisions of the UCC or applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to grant the Collateral Agent a perfected Lien in such Collateral (or comparable interest under foreign law in the case of foreign Collateral) pursuant to and to the Additional full extent required by the Security Documents and all taxesthis Agreement, fees subject to Permitted Liens and other charges payable Prior Liens; provided that no such action will be required by the Borrower or any -------- Guarantor to the extent that any such Additional Collateral is subject to a preexisting agreement which prohibits the granting of any additional liens; provided further that such preexisting agreement was not entered into in -------- ------- connection with, or in anticipation of or contemplation of, the acquisition of such assets by the Borrower or any of its Subsidiaries. In the event that the Borrower or a Guarantor acquires an interest in additional real property, the Borrower or such Guarantor, as the case may be, will take such actions and execute such documents as the Administrative Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage (including, without limitation, satisfaction of the conditions set forth in Sections 5.03 and 5.11) or leasehold mortgage in the event a fee interest is not acquired. All actions taken by the parties in connection therewith with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Collateral Agent, shall have been paid in fullbe for the account of the Company, which shall pay all reasonable sums due on demand. (b) The Holdings and the Borrower will, and will cause each of its Subsidiaries the Guarantors to, at the expense of Holdings and the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire upon reasonable notice. Furthermore, the Borrower Company shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance surveys and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves that this Section 7.11 8.11 has been complied with. (c) The If the Administrative Agent or the Required Banks reasonably determine (and so advise Holdings and the Borrower) that they are required by law or regulation to have appraisals prepared in respect of the Real Property of the Company and its Subsidiaries constituting Collateral, the Company shall provide to the Collateral Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance reasonably satisfactory to the Collateral Agent[; provided -------- however, that no Guarantor, Borrower agrees or Subsidiary, collectively, shall be ------- required to obtain any such appraisal for any such location more frequently than once in any 36 consecutive month period.] (d) Holdings and the Borrower agree that each action required above by this Section 7.11 8.11 shall be completed as soon as possible, but in no event later than within 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by Holdings or the Borrower and its Subsidiaries or any Subsidiary Guarantor pursuant to the terms of this Section 7.118.11 or, if such action is not capable of completion within such 90 day period, Holdings or the Borrower or any Subsidiary Guarantor, as the case may be, shall use their reasonable efforts to complete such action within the reasonable period in which it can be expected to be completed; provided that in no event shall Holdings or the Borrower or any of -------- their Subsidiaries be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11.

Additional Security; Further Assurances. (a) The Borrower will, and --------------------------------------- will cause each of its Domestic Subsidiaries (other than any Designated Non-Guarantor Subsidiaries) to, grant to the Collateral Administrative Agent from time to time security interests interests, Liens and mortgages in and upon such assets and properties of the Borrower and its Subsidiaries or such Subsidiary as are not covered by the original Security Documents, Documents executed and delivered on the Closing Date or pursuant to SECTION 6.9 and as may be reasonably requested from time to time by the Administrative Agent Required Lenders (including, without limitation, Liens on assets acquired by the Borrower or the Required Banks (collectively, the "Additional Security Documents"a Subsidiary in connection with any Permitted Acquisition). All such Such security interests interests, Liens and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance reasonably satisfactory to the Administrative Agent Required Lenders and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and Liens, subject to no Liens other Liens except for than Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor Without limitation of the Collateral Agent required foregoing, in connection with the grant of any mortgage or deed of trust with respect to be granted pursuant any interest in real property, the Borrower will, and will cause each applicable Subsidiary to, at the Borrower's expense, prepare, obtain and deliver to the Additional Security Documents and all taxesAdministrative Agent any environmental assessments, fees appraisals, surveys, title insurance and other charges payable in connection therewith shall have been paid in fullmatters or documents as the Administrative Agent may reasonably request or as may be required under applicable banking laws and regulations. (b) The Borrower Parent will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledgeacknowledge and deliver any amendments, file and/or deliver to the Collateral Agent modifications or supplements hereto and restatements hereof and any other agreements, instruments or documents, and take any and all such other actions, as may from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent or the Required Lenders to perfect and maintain the validity and priority of the Liens granted pursuant to the Security Documents and to effect, confirm or further assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possibleor protect and preserve the interests, but in no event later than 90 days after such action is either requested to be taken by rights and remedies of the Administrative Agent or and the Required Banks or required to be taken by Lenders under this Agreement and the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Credit Documents.

Additional Security; Further Assurances. (a) The Borrower As and to the extent requested from time to time by the Agents or the Required Banks, PXI will, and will cause each of its Domestic Subsidiaries to, grant to the Collateral Agent Agent, for the benefit of the Secured Parties, security interests and mortgages in such assets and properties of the Borrower and PXI or its Subsidiaries as are acquired after the Restatement Effective Date and not otherwise covered by the original Security Documents, and as may be requested from time to time other than assets encumbered by the Administrative Agent or the Required Banks Liens permitted by Section 8.02(i), (collectively, the "Additional Security Documents"). All such Such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons persons and subject to no other Liens except for Permitted Liensas are permitted by Section 8.02 at the time of perfection thereof. The Additional Security Documents or other instruments related thereto shall have been 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 for the benefit of the Secured Parties, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower PXI will, and will cause each of its Subsidiaries to, at the expense of the Borrowerits own expense, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower PXI shall, and shall cause each of its Subsidiaries to, cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves that this Section 7.11 7.10 has been complied with. (c) The Borrower At the written request of the Agents or the Required Banks given only after, and as a result of, a change in such law and/or the rules and regulations thereunder and/or in the interpretation of any thereof, in each case occurring after the Restatement Effective Date and requiring the delivery of such appraisals, PXI shall, and shall cause each of its Subsidiaries to, provide to the Agents appraisals satisfying applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 in respect of the Real Property of PXI and its Subsidiaries constituting Collateral, in form and substance satisfactory to the Agents. (d) Each Credit Party hereto agrees that each action required above by clauses (a) through (d) of this Section 7.11 7.10 shall be completed as soon as possible, but in no event later than 90 30 days (60 days in the case of clause (c) above) after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Banks.

Additional Security; Further Assurances. (a) The Borrower willSubject to Section 7.11, Holdings shall, and will shall cause each of its Domestic Subsidiaries the other Credit Parties to, grant to the Collateral Agent security interests and Mortgages in such assets and properties of Holdings and the Borrower and its Subsidiaries other Credit 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 Banks Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and mortgages Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid by Holdings and/or its Subsidiaries in full. (b) The Borrower willHoldings shall, and will shall cause each of its Subsidiaries the other Credit Parties to, at the expense of the BorrowerHoldings, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, Mortgage Policies, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall Holdings will cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 7.12 has been complied with. (c) The Borrower Holdings agrees that each action required above by this Section 7.11 7.12 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Lenders or required to be taken by Holdings and/or the Borrower and its Subsidiaries other Credit Parties pursuant to the terms of this Section 7.117.12; provided that that, in no event shall the Borrower will Holdings or any of its Subsidiaries be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.117.12.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries (and to the extent Section 7.13 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and mortgages in such assets and properties of the Borrower and its Subsidiaries as are not covered by the original initial Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) If the Agent or the Required Banks determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of the Borrower and its Subsidiaries constituting Collateral, the Borrower shall provide to the Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance satisfactory to the Agent. (d) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower In the event that the Company or any Subsidiary at any time owns or holds an interest in any Real Property or any other property or interest which is not at the time included in the Collateral and is not subject to a Permitted Lien securing Indebtedness, the Company will, and or will cause each of its Domestic Subsidiaries such Subsidiary to, grant to within 20 days following request by the Collateral Agent security interests in (who may make such assets and properties request on its own initiative or upon instructions from the Required Lenders), grant the Collateral Agent for the benefit of the Borrower and its Subsidiaries Secured Creditors (as are not covered by defined in the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents"). All such ) security interests and mortgages (each an "Additional Security Document") in such interests or properties of the Company or any Subsidiary, subject to obtaining any required consents from third parties (including third party lessors and co-venturers) necessary to be obtained for the granting of a Lien on the interests or assets involved (with the Company hereby agreeing to use its reasonable best efforts to obtain such consents), and subject to the provisions of section 8.10(b). Each Additional Security Document (i) shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent, which documentation shall in the case of Real Property or interests therein be accompanied by such Phase I environmental assessments, surveys and surveyor's certifications, a mortgage policy of title insurance, consents of landlords and other supporting documentation requested by and satisfactory in form and substance to the Administrative Agent and the Collateral Agent; and (ii) shall constitute a valid and enforceable perfected security Lien upon the interests and mortgages or properties so included in the Collateral, superior to and prior to the rights of all third Persons persons and subject to no other Liens except for Permitted Liensthose permitted by section 9.3 or otherwise agreed by the Administrative Agent at the time of perfection thereof and (in the case of Real Property or interests therein) such other encumbrances as may be set forth in the mortgage policy, if any, relating to such Additional Security Document which shall be delivered to the Collateral Agent together with such Additional Security Document and which shall be satisfactory in form and substance to the Collateral Agent. The Company, at its sole cost and expense, will cause each Additional Security Documents Document or instruments related thereto shall have been 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 created thereby required to be granted pursuant to the Additional Security Documents Document, and will pay or cause to be paid in full all taxes, fees and other charges payable in connection therewith shall have been paid in fulltherewith. (b) Within 60 days following the Initial Borrowing Date, the Company will, and will cause any of its applicable Subsidiaries to, (i) contribute to the capital of a newly formed Delaware corporation ("Intermediate Holding Co."), which shall be a direct Wholly-Owned Subsidiary of the Company, all of the stock and Indebtedness of each Subsidiary which is a corporation organized under the laws of a country other than the United States (the "Contributed Stock and Debt") which is owned by the Company or any Subsidiary, pursuant to a tax free reorganization (or other tax free transaction) under the Code, and (ii) enter into an amendment to the Pledge Agreement, satisfactory in form and substance to the Administrative Agent, pursuant to which, among other things, (A) the Company pledges all of the outstanding capital stock of Intermediate Holding Co., and (B) the 65% of the outstanding capital stock of each such foreign corporation, which was previously pledged under the Pledge Agreement by other Pledgors, is pledged thereunder by Intermediate Holding Co. (c) The Borrower Company will, and will cause each of its Subsidiaries to, at the expense of the BorrowerCompany, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. If at any time the Collateral Agent determines, based on applicable law, that all applicable taxes (including, without limitation, mortgage recording taxes or similar charges) were not paid in connection with the recordation of any mortgage or deed of trust, the Company shall promptly pay the same upon demand. Furthermore, the Borrower Company shall cause to be delivered to the Collateral Agent such opinions of counsel local counsel, appraisals, title insurance, surveys, environmental assessments, consents of landlords, lien waivers from landlords or mortgagees and other related documents as may be reasonably requested by the Administrative Agent or the Collateral Agent in connection therewith, all of which documents shall be in form and substance satisfactory to assure themselves the Administrative Agent and the Collateral Agent, except that this Section 7.11 no title insurance or surveys shall be required for any leasehold properties (unless the lessee has been complied witha nominal or bargain purchase option). (cd) The Borrower agrees that each action required above Company will if requested by this Section 7.11 any Lender at any time, in order to meet any legal requirement applicable to such Lender, provide to Administrative Agent, the Collateral Agent and the Lenders, at the sole cost and expense of the Company, appraisals and other supporting documentation relating to any mortgage or deed of trust delivered as an Additional Security Document hereunder, as specified by any Lender, meeting the appraisal and other documentation requirements of the Real Estate Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, or any other legal requirements applicable to any Lender, which in the case of any such appraisal shall be completed as soon as possibleprepared by one or more valuation firms of national standing, but in no event later than 90 days after acceptable to the Required Lenders, utilizing appraisal standards satisfying such action is either requested to be taken by Amendments, Act or other legal requirements. (e) The Company will provide the Administrative Agent or the Required Banks or required to be taken by the Borrower with sufficient copies of each Additional Security Document and its Subsidiaries pursuant any additional supporting documents delivered in connection therewith for distribution of copies thereof to the terms of this Section 7.11; provided that in no event shall Lenders, and the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Administrative Agent will promptly so distribute such copies.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries (other than an Inactive Subsidiary) and, to the extent required by Section 8.13, each of its Foreign Subsidiaries to, grant to the Collateral Agent security interests and Mortgages in such assets and properties of the Borrower and its such 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 Banks Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports reports, landlord waivers and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 8.11 has been complied with. (c) If the Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of the Borrower and its Subsidiaries constituting Collateral, the Borrower will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower agrees that each action required above by this Section 7.11 8.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Lenders or required to be taken by the Borrower and and/or its Subsidiaries pursuant to the terms of this Section 7.118.11; provided that -55- that, in no event shall will the Borrower or any of its Subsidiaries be required to take any action, other than using its reasonable best efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11.

Additional Security; Further Assurances. (a) The In the event that at any time the Borrower willis permitted by Applicable Laws to grant a security interest, and will cause each of its Domestic Subsidiaries toas provided in this sentence, grant to in equity or debt securities issued by any direct Subsidiary, (other than the Collateral Agent security interests trust formed in such assets and properties connection with the Preferred Offering) of the Borrower other than those issued by AmerUs Life or if the Borrower has any direct Subsidiaries, (other than the trust formed in connection with the Preferred Offering) which are permitted by Applicable Laws to grant a security interest as provided in this sentence, the Borrower shall so inform the Administrative Agent and its Subsidiaries as are not covered by the original Security DocumentsBanks, and as may be requested from time to time by and, at the request of the Administrative Agent or the Required Banks (collectivelyBanks, the "Additional Security Documents")Borrower shall, or shall cause each such Subsidiary to, grant to the Administrative Agent a security interest in all capital stock, other equity interests and surplus notes issued by any Subsidiary and owned by it and in which it is permitted by Applicable Law to grant a security interest. In addition, if at any time the Borrower is permitted by applicable law to pledge more than the percentage of the voting stock of AmerUs Life pledged as of the Effective Date, the Borrower shall grant to the Administrative Agent a security interest in such assets to the maximum extent permitted by applicable law. All such security interests and mortgages created pursuant to this Section 6.12 shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents additional security documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens liens in favor of the Collateral Administrative Agent required to be granted pursuant to the Additional Security Documents such additional security documents and all taxes, fees and other charges payable in connection therewith shall have been paid in fullfull by the Borrower. (b) The Borrower will, and will cause each of its Pledging Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents Pledge Agreements as the Collateral Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Administrative Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 6.12 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower Holdings will, --------------------------------------- and will cause each of its Domestic Subsidiaries (and to the extent that Section 7.14 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and mortgages in such assets and properties of the Borrower Holdings and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower Holdings shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The If the Agent or the Required Banks determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of Holdings and its Subsidiaries constituting Collateral, the Borrower agrees shall provide to the Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance satisfactory to the Agent. (d) Holdings and the Borrower agree that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower Holdings and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall Holdings or the Borrower -------- be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower --------------------------------------- will, and will cause each of its Wholly-Owned Domestic Subsidiaries (and to the extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries) to, grant to the Collateral Agent security interests and mortgages in such assets and properties real property of the Borrower and its Wholly-Owned Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Wholly-Owned Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire (including, without limitation, reregistering the certificate of title of any mobile Healthcare Unit in any state in which such Healthcare Unit primarily operates, to the extent the Collateral Agent determines, in its reasonable discretion, that such action is required to ensure the perfection of its security interest in such Collateral). Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 8.11 has been complied with. (c) The Borrower Each of the Credit Parties agrees that each action required above by this Section 7.11 8.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent, the Collateral Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11.

Additional Security; Further Assurances. (a) The Promptly after the creation or acquisition of any new Wholly-Owned Domestic Subsidiary, the Borrower will notify the Administrative Agent and will cause each new Wholly-Owned Domestic Subsidiary to duly authorize, execute and deliver counterparts of the applicable Credit Documents that any such Wholly-Owned Domestic Subsidiary would have been required to duly authorize, execute and deliver on the Effective Date if same were a Credit Party on such date, together with each of the other relevant certificates, opinions of counsel and other documentation that such Wholly-Owned Domestic Subsidiary would have been required to deliver pursuant to (x) Sections 5.03, 5.04, 5.08, 5.09, and 5.10 on the Effective Date and (y) pursuant to Section 8.15 on or prior to March 15, 2002 (or March 25, 2002, as the case may be). (b) Subject to Sections 8.11 and 8.15, the Borrower will, and will cause each of its Domestic Wholly-Owned Subsidiaries to, (i) grant to the Collateral Agent security interests in such assets and properties of the Borrower and its such Wholly-Owned 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 Banks Lenders (collectivelyincluding, without limitation, mortgages over any property designated on Schedule VIII as a Property To Be Sold, but excluding mortgages over leasehold properties), and (ii) in the case of any such Wholly-Owned Subsidiary, execute and deliver a counterpart of the Subsidiaries Guaranty (or one or more other guaranties in substantially similar form, if necessary, and/or an assumption agreement in form and substance satisfactory to the Administrative Agent whereby such Wholly-Owned Subsidiary shall become a party to the Subsidiaries Guaranty) (all such security and guaranty documentation are collectively referred to as the "Additional Security and Guaranty Documents"), in each case to the extent that the entering into of such Credit Documents is permitted under applicable law. All such security interests Additional Security and mortgages Guaranty Documents shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and and, in the case of security documentation, shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security and Guaranty Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect give the Liens in favor of Administrative Agent and/or the Collateral Agent required (for the benefit of the Secured Creditors) the Liens, rights, powers and privileges purported to be granted pursuant to the Additional Security Documents created thereby and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (bc) The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of the Borrowerrespective Credit Party or Credit Parties, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, mortgages, transfer endorsements, powers of attorney, certificates, surveys, reports landlord waivers and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 8.12 has been complied with. (cd) At any time after the Effective Date at which time the Borrower or any Subsidiary of the Borrower receives or has performed on its behalf any survey of any Mortgaged Property, the Borrower shall promptly thereafter deliver a copy of such survey (certified to the Collateral Agent) to the Administrative Agent. (e) The Borrower agrees that each action required above by this Section 7.11 8.12 shall be completed as soon as possible, but in no event later than 90 60 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Lenders or required to be taken by the Borrower and and/or its Subsidiaries pursuant to the terms of this Section 7.118.12; provided that that, in no event shall event, will the Borrower or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties or approvals from governmental officials with respect to its compliance with this Section 7.118.12.

Additional Security; Further Assurances. (a) The Within a reasonable time after acquisition of such assets and properties, the Borrower will, and will cause each of its Domestic Subsidiaries and all other Credit Parties to, grant to the Collateral Agent or the Administrative Agent, for the benefit of the Secured Parties, security interests and mortgages in such assets and properties of the Borrower Mission Entities and its Subsidiaries other Credit Parties as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks Majority Lenders (collectively, the "“Additional Security Documents"”); provided that so long as there exists no Default, (i) motor vehicles other than Material Motor Vehicles shall not be required to be pledged as Collateral, and (ii) the Borrower shall not be required to provide Additional Security Documents with respect to Non-Significant Real Property. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 or the Administrative Agent, at the request of the Administrative Agent, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been be paid in full. (b) The Borrower will, and will cause each of its Subsidiaries and all other Credit Parties to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent or the Administrative Agent, at the request of the Administrative Agent, from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents or any Additional Security Documents as the Collateral Agent or the Administrative Agent, at the request of the Administrative Agent, may reasonably requirerequire and as are reasonably satisfactory to the Borrower. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent or the Administrative Agent, at the request of the Administrative Agent, such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent or the Administrative Agent Agent, at the request of the Administrative Agent, to assure themselves itself that this Section 7.11 6.16 has been complied with. Notwithstanding anything herein or in any Loan Document to the contrary, such information required to be delivered above shall include (without limitation) the following: (i) Within 90 days after requested in writing by the Administrative Agent in its sole discretion, engineering, soils, environmental and other reports as to all Real Properties subject to such request, from professional firms acceptable to the Administrative Agent, which report shall identify existing and potential environmental concerns and shall quantify related costs and liabilities, associated with any facilities of any Credit Party or any of its respective Subsidiaries; provided however, so long as there exists no Default, (i) the Administrative Agent may only make such request one time per year for each piece of Real Property and (ii) such reports may be limited to assets and properties that are Collateral or required to be Collateral. (ii) Within 90 days after requested in writing by the Administrative Agent in its sole discretion, estoppel and consent agreements executed by each of the lessors of any Leasehold Real Properties of any of the Credit Parties subject to such request, along with (1) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the owner of the affected real property, as lessor, or (2) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable, in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, or (3) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form satisfactory to the Administrative Agent; provided that in no event shall any Credit Party be required to take any action, other than using its reasonable commercial efforts (which efforts shall not require that any monetary payment be made to a third party), to obtain such consents, estoppels, memorandums, assignments, etc. from independent unaffiliated third parties with respect to its compliance with this Section; and provided further, so long as there exists no Default, the Borrower shall not be required to provide such estoppels, consents, memorandum of lease or assignment or sublease document for any Real Property that is not Collateral or required to be Collateral. (c) The Borrower will, and will cause each of its Subsidiaries and all other Credit Parties to, at the expense of the Borrower, within 90 days after requested in writing by the Administrative Agent in its sole discretion, an appraisal of any one or more of the Real Properties of any Credit Party requested by the Administrative Agent which satisfies the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, each such appraisal shall be from a Person acceptable to the Administrative Agent and which shall be in form and substance reasonably satisfactory to the Administrative Agent; provided that, so long as there exists no Default, such appraisals shall not be required for any Real Property that is not Collateral or required to be Collateral. (d) If at any time the Borrower or any other Credit Party creates or acquires any additional Subsidiary, the Borrower will promptly notify the Administrative Agent thereof and cause such Subsidiary, within 30 days thereafter, to execute and deliver appropriate Guaranty Supplements (or a Subsidiary Guaranty Agreement), a Joinder to Security Agreement and a Joinder to Pledge Agreement (provided that nothing in this Section shall be deemed to permit the formation, creation or acquisition of any additional Subsidiary). (e) The Borrower agrees that each action required above by this Section 7.11 6.16 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Majority Lenders or required to be taken by the Borrower and its Subsidiaries applicable Mission Entity or Nexstar Entity pursuant to the terms of this Section 7.116.16. (f) The Borrower agrees that, upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrower shall, at the Borrower’s expense: (i) promptly upon request therefor but in no event later than 10 Business Days after such request, furnish to the Administrative Agent a description of the real and personal properties of the Credit Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent, (ii) promptly upon request therefor but in no event later than 30 days after such request, duly execute and deliver, and cause each Credit Party (if it has not already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, security agreement supplements, intellectual property security agreement supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Collateral in and of such Credit Party), and other instruments securing payment of all the Obligations of the Credit Parties under the Loan Documents and Nexstar Loan Documents and constituting Liens on all such properties; provided that in no event shall the Borrower any Credit Party be required to take any action, other than using its reasonable effortscommercial efforts (which efforts shall not require that any monetary payment be made to a third party), to obtain consents such consents, estoppels, memorandums, assignments, etc. from independent unaffiliated third parties with respect to its compliance with this Section, (iii) promptly upon request therefor but in no event later than 30 days after such request, take, and cause each Credit Party to take, whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent or the Administrative Agent, at the request of the Administrative Agent, (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, security agreement supplements, intellectual property security agreement supplements and security and pledge agreements delivered pursuant to this Section 7.116.16 or otherwise, enforceable against all third parties in accordance with their terms; provided that in no event shall any Credit Party be required to take any action, other than using its reasonable commercial efforts, (which efforts shall not require that any monetary payment be made to a third party), to obtain consents, estoppels, memorandums, assignments, etc. from independent unaffiliated third parties with respect to its compliance with this Section, (iv) promptly upon request therefor but in no event later than 30 days after such request, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for each of the Credit Parties as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request, in each case acceptable to the Administrative Agent, and (v) as promptly as practicable after such request, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of Real Property owned by the Borrower or any other Credit Party, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent. (g) At any time upon request of the Administrative Agent, the Borrower will, and will cause each of its Subsidiaries and all other Credit Parties to, at the expense of the Borrower, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, security agreement supplements, intellectual property security agreement supplements and other security and pledge agreements.

Additional Security; Further Assurances. (a) The Each Parent and the Borrower will, and will cause each of its Domestic Subsidiaries to, grant to the Collateral Agent Lender security interests and mortgages (each, an "Additional Mortgage") in such assets and properties Real Property or Leaseholds of the Borrower and Parent or any of its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent Lender (each such Real Property or the Required Banks (collectivelyLeasehold, the an "Additional Security DocumentsMortgaged Property"). All such security interests and mortgages Additional Mortgages shall be granted pursuant to documentation in such form as is reasonably satisfactory in form and substance to the Administrative Agent Lender and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted LiensEncumbrances. The Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as 10 14 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 Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Each Parent and the Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent Lender from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to actions in furtherance of the collateral covered by any intent of the Security Documents as the Collateral Agent Lender may reasonably require. Furthermore, at the time of the execution and delivery of any Additional Mortgage, the Borrower shall cause to be delivered to the Collateral Agent Lender such opinions of counsel counsel, title insurance, real property surveys and other related documents as may be reasonably requested by the Administrative Agent Lender to assure themselves itself that this Section 7.11 5.4 has been complied with. (c) The Each Parent and the Borrower agrees agree that each action required above by clause (a) or (b) of this Section 7.11 5.4 shall be completed as soon as possible, but in no event later than 90 thirty (30) days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Lender.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries (and subject to Section 7.13, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and mortgages in such assets and properties of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) If the Administrative Agent or the Required Banks determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of the Borrower and its Subsidiaries constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than within 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided PROVIDED that in no event shall the Borrower be required to take any action, other than using its reasonable commercial efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11. (e) Within 60 days following the Initial Borrowing Date, the Borrower shall cause to be delivered to the Collateral Agent surveys in form and substance reasonably satisfactory to the Collateral Agent of each Mortgaged Property designated as "owned" on Schedule 6.21, dated a recent date reasonably acceptable to the Collateral Agent, certified in a manner reasonably satisfactory to the Collateral Agent by a licensed professional surveyor reasonably satisfactory to the Collateral Agent. At the time of the delivery of such surveys for such Mortgaged Properties, the Mortgage Policies with respect to such Mortgaged Properties shall be amended in a manner reasonably satisfactory to the Collateral Agent to remove therefrom any "survey exception" noted therein or cause the title company providing such Mortgage Policies to insure over the same in a manner reasonably satisfactory to the Collateral Agent. In addition, by such date, the Borrower also shall cause to be delivered to the Collateral Agent such estoppel letters, landlord waiver letters, non-disturbance letters and similar assurances as may have been reasonably requested (and not waived) by the Collateral Agent with respect to Mortgaged Properties that are Leaseholds, which letters shall be in form and substance reasonably satisfactory to the Collateral Agent.

Additional Security; Further Assurances. (a) The Borrower willA. Promptly upon the Administrative Agent's request therefor, and will cause each of its Domestic Subsidiaries the Loan Parties will duly authorize, execute and deliver the following: (i) proper Uniform Commercial Code financing statements (Form UCC-1 or the equivalent) fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the security interests purported to be created by the Collateral Documents; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any Loan Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name any Loan Party as debtor (none of which shall cover the Collateral except to the extent evidencing Liens permitted pursuant to subsection 7.2A; (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Collateral Documents as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the security interests intended to be created by the Collateral Documents; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect and protect the security interests purported to be created by the Collateral Documents have been taken. B. Each of the Loan Parties will grant to the Collateral Administrative Agent security interests and Liens in such assets and properties of the Borrower and its Subsidiaries such Loan Party as are not covered by the original Security DocumentsCollateral Documents (other than the right to commence and prosecute avoidance actions in connection with prepetition claims), and as may be reasonably requested from time to time by the Administrative Agent or the Required Banks Requisite Lenders (collectively, the "Additional Security DocumentsADDITIONAL SECURITY DOCUMENTS"). All such security interests and mortgages Liens shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected First Priority security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Administrative Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been be paid in fullfull by the Loan Parties. (b) The Borrower will, and C. Each Loan Party will cause each of at its Subsidiaries to, at the expense of the Borrowerown expense, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Collateral Documents as the Collateral Administrative Agent may reasonably require. Furthermore, the Borrower shall each Loan Party will cause to be delivered to the Collateral Administrative Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 subsection 6.9 has been complied with. (c) The Borrower D. Each Loan Party agrees that each action required above by this Section 7.11 subsection shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Requisite Lenders or required to be taken by the Borrower and Holdings and/or its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11subsection 6.9.

Additional Security; Further Assurances. (a) The Borrower VHS Holdco I will, and will cause each of its Domestic Subsidiaries the other Credit Parties to, grant to the Collateral Agent security interests and Mortgages in such assets and properties of the Borrower VHS Holdco I and its such other Credit Parties (other than, Excluded Assets and stock of De Minimis Subsidiaries or Not-for-Profit Entities) 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 Banks Lenders (collectively, the "“Additional Security Documents"”), provided that notwithstanding anything to the contrary contained in this Agreement (i) the pledge of the stock of Foreign Subsidiaries of the Credit Parties (to the extent such Credit Party is not a Foreign Subsidiary) shall be limited solely to the pledge of no more than 65% of the total outstanding voting stock, and 100% of the total outstanding non-voting stock, of such Credit Parties’ “first tier” Foreign Subsidiaries, (ii) Leasehold Mortgages shall not be required on any Real Property other than Hospital Properties (and Leasehold Mortgages shall not be required to the extent the landlord does not consent thereto after the Borrower’s use of commercially reasonable efforts to obtain such consent), (iii) no land-lord-lender agreements shall be required on any Leasehold not subject to a Leasehold Mortgage, (iv) neither VHS Holdco I nor any other Credit Party shall be required to enter into control agreements with respect to their deposit or securities accounts and (v) at VHS Holdco I’s election (which election shall be made by delivering written notice thereof to the Administrative Agent) neither VHS Holdco I nor any other Credit Party shall be required to grant a security interest or mortgage in any asset as otherwise required above pursuant to this Section 8.11(a) so long as the book value or fair market value (as determined in good faith by VHS Holdco I), whichever is greater, is less than (x) in the case of Real Property, $2,000,000 and (y) in the case of any other asset, $1,000,000 (although in no event shall the aggregate book value or fair market value (as determined in good faith by VHS Holdco I), whichever is greater, of all assets so excluded as provided in this clause (iii) exceed (1) in the case of Real Property, $10,000,000 and (2) in the case of any other asset, $5,000,000). Subject to the provisions contained in the proviso appearing in the immediately preceding sentence, within 30 days following the Administrative Agent’s or the Required Lenders’ request therefor, VHS Holdco I will, and will cause each of the other Credit Parties to, grant to the Collateral Agent Mortgages on any Hospital Properties constructed or acquired by VHS Holdco I or any other Credit Party following the Initial Borrowing Date. All such security interests and mortgages Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower VHS Holdco I will, and will cause each of its Subsidiaries the other Credit Parties to, at the expense of the BorrowerVHS Holdco I or such other Credit Party, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, if in existence, reports and other assurances or instruments and take such further steps relating as the Collateral Agent may reasonably require in order to perfect, protect, preserve and enforce the collateral security interest of the Collateral Agent in the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requireDocuments. Furthermore, the Borrower shall Credit Parties will use their reasonable best efforts to cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 8.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by If the Administrative Agent or the Required Banks Lenders reasonably determine that they are required by law or required regulation to be taken by have appraisals prepared in respect of the Borrower Real Property of VHS Holdco I and the other Credit Parties constituting Collateral, VHS Holdco I will, at its Subsidiaries pursuant own expense, provide to the terms Administrative Agent appraisals which satisfy the applicable requirements. (d) VHS Holdco I will, and will cause each of this Section 7.11; provided that the other Credit Parties to, (i) furnish to the Collateral Agent prompt written notice of any change (A) in no event shall the Borrower be required to take any actionCredit Party’s corporate or organization name, other than using its reasonable efforts(B) in any Credit Party’s identity, to obtain consents from third parties with respect to its compliance with this Section 7.11.organizational structure or jurisdiction of organization or

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of its Domestic their respective Subsidiaries and all other Credit Parties to, grant to the Collateral Agent or the Administrative Agent, at the request of the Administrative Agent, for the benefit of the Secured Parties, security interests and mortgages in such assets and properties of the Borrower Nexstar Entities and its Subsidiaries other Credit Parties as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks Majority 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 Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 or the Administrative Agent, at the request of the Administrative Agent, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been be paid in full. (b) The Parent Guarantors and the Borrower will, and will cause each of its their respective Subsidiaries and all other Credit Parties to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent or the Administrative Agent, at the request of the Administrative Agent, from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents or any Additional Security Documents as the Collateral Agent or the Administrative Agent, at the request of the Administrative Agent, may reasonably requirerequire and as are reasonably satisfactory to the Borrower. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent or the Administrative Agent, at the request of the Administrative Agent, such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent or the Administrative Agent Agent, at the request of the Administrative Agent, to assure themselves itself that this Section 7.11 6.16 has been complied with.. Notwithstanding anything herein or in any Loan Document to the contrary, such information required to be delivered above shall include (without limitation) the following: (i) Within 90 days after requested in writing by the Administrative Agent in its sole discretion, engineering, soils, environmental and other reports as to all Real Properties subject to such request, from professional firms acceptable to the Administrative Agent, which report shall identify existing and potential environmental concerns and shall quantify related costs and liabilities, associated with any facilities of any Credit Party or any of its respective Subsidiaries; (ii) Within 90 days after requested in writing by the Administrative Agent in its sole discretion, estoppel and consent agreements executed by each of the lessors of any Leasehold Real Properties of any of the Credit Parties subject to such request, along with (1) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the owner of the affected real property, as lessor, or (2) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable, in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, or (3) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form satisfactory to the Administrative Agent; provided that in no event shall any Credit Party be required to take any action, other than using its reasonable commercial efforts, to obtain consents, estoppels, memorandums, assignments, etc. from independent unaffiliated third parties with respect to its compliance with this Section; and (c) The Parent Guarantors and the Borrower agrees will, and will cause each of their respective Subsidiaries and all other Credit Parties to, at the expense of the Borrower, within 90 days after requested in writing by the Administrative Agent in its sole discretion, an appraisal of any one or more of the Real Properties of any Credit Party requested by the Administrative Agent which satisfies the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, each such appraisal shall be from a Person acceptable to the Administrative Agent and which shall be in form and substance reasonably satisfactory to the Administrative Agent. (d) If at any time any Parent Guarantor or the Borrower or any other Credit Party creates or acquires any additional Subsidiary, such Parent Guarantor and/or the Borrower, as applicable, will promptly notify the Administrative Agent thereof and cause such Subsidiary, within 30 days thereafter, to execute and deliver appropriate Guaranty Supplements, a Joinder to Security Agreement and a Joinder to Pledge and Security Agreement (provided that nothing in this Section shall be deemed to permit the formation, creation or acquisition of any additional Subsidiary). (e) The Parent Guarantors and the Borrower agree that each action required above by this Section 7.11 6.16 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Majority Lenders or required to be taken by the Borrower and its Subsidiaries applicable Nexstar Entity or Mission Entity pursuant to the terms of this Section 7.11; provided that 6.16. (f) The Parent Guarantors and the Borrower agree that, upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrower shall, at the Borrower’s expense: (i) promptly upon request therefor but in no event shall later than 10 days after such request, furnish to the Borrower be required Administrative Agent a description of the real and personal properties of the Credit Parties and their respective Subsidiaries in detail reasonably satisfactory to take any actionthe Administrative Agent, (ii) promptly upon request therefor but in no event later than 30 days after such request, other than using its reasonable effortsduly execute and deliver, and cause each Credit Party (if it has not already done so) to duly execute and deliver, to obtain consents from the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, security agreement supplements, intellectual property security agreement supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Collateral in and of such Credit Party), and other instruments securing payment of all the Obligations of the Credit Parties under the Loan Documents and Mission Loan Documents and constituting Liens on all such properties, (iii) promptly upon request therefor but in no event later than 30 days after such request, take, and cause each Credit Party to take, whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent or the Administrative Agent, at the request of the Administrative Agent, (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, security agreement supplements, intellectual property security agreement supplements and security and pledge agreements delivered pursuant to this Section 6.16 or otherwise, enforceable against all third parties in accordance with their terms, (iv) promptly upon request therefor but in no event later than 30 days after such request, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for each of the Credit Parties as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request, in each case acceptable to the Administrative Agent, and (v) as promptly as practicable after such request, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the Borrower or any other Credit Party, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its compliance Subsidiaries shall have otherwise received any of the foregoing items with this Section 7.11respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent. (g) At any time upon request of the Administrative Agent, the Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries and all other Credit Parties to, at the expense of the Borrower, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, security agreement supplements, intellectual property security agreement supplements and other security and pledge agreements. 5432462v.2 25690/684

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of its Domestic their respective Subsidiaries to, grant to the Collateral Agent Agent, for the benefit of the Lenders, security interests and mortgages in such assets and properties of the Borrower and its Subsidiaries Nexstar Entities as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks Majority 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 Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 have been be paid in full. (b) The Parent Guarantors and the Borrower will, and will cause each of its their respective Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents or any Additional Security Documents as the Collateral Agent may reasonably requirerequire and as are reasonably satisfactory to the Borrower. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 6.16 has been complied with. (c) If at any time any Parent Guarantor or the Borrower creates or acquires any additional Subsidiary, such Parent Guarantor and/or the Borrower, as applicable, will promptly notify the Administrative Agent thereof and cause such Subsidiary, within the time period required by clause (f) of Section 7.11, to execute and deliver appropriate Guaranty Supplements, a Joinder to Security Agreement and a Joinder to Pledge and Security Agreement. (d) If the Administrative Agent or the Majority Lenders determine that they or any of them are required by law or regulation to have appraisals prepared in respect of any Real Property of the Nexstar Entities constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance reasonably satisfactory to the Administrative Agent. (e) The Parent Guarantors and the Borrower agrees agree that each action required above by this Section 7.11 6.16 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Majority Lenders or required to be taken by the Borrower and its Subsidiaries applicable Nexstar Entity pursuant to the terms of this Section 7.116.16; provided that in no event shall the Borrower any Nexstar Entity be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.116.16.

Additional Security; Further Assurances. (a) In the event that at any time after the Closing Date the Borrower or any of its Subsidiaries owns or holds an interest in any Real Property, assets, stock, securities or any other property or interest, located within or outside of the United States or arising out of business conducted from any location within or outside the United States, which is not at the time included in the Collateral and is not subject to a Permitted Lien securing Indebtedness (all of the foregoing, "UNCOLLATERALIZED PROPERTY"), the Borrower will notify the Administrative Agent in writing of such event, identifying the Uncollateralized Property in question and referring specifically to the rights of the Administrative Agent and the Lenders under this section 8.12; PROVIDED that notwithstanding the foregoing, the Borrower need not notify the Administrative Agent under this section 8.12(a) of any leasehold interest which is acquired or held by the Borrower or any Subsidiary unless the same involves a nominal or bargain purchase price option. (b) The Borrower will, and or will cause each of its Domestic Subsidiaries an applicable Subsidiary to, grant to within 30 days following request by the Collateral Agent security interests in (who may make such assets and properties request on its own initiative or upon instructions from the Required Lenders), grant the Collateral Agent for the benefit of the Borrower and its Subsidiaries Secured Creditors (as are not covered by defined in the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents"). All such ) security interests and mortgages or deeds of trust, pursuant to the Pledge Agreement or other new documentation (each an "ADDITIONAL SECURITY DOCUMENT") or joinder in any existing Security Document to which it is not already a party, in all of the Uncollateralized Property as to which the Administrative Agent has notified the Borrower that the same is required to be included in the Collateral, SUBJECT to obtaining any required consents from third parties (including third party lessors and co-venturers) necessary to be obtained for the granting of a Lien on any particular Uncollateralized Property (with the Borrower hereby agreeing to use, and to cause its Subsidiaries to use, reasonable best efforts to obtain such consents), and ALSO SUBJECT to the provisions of section 8.11(b). (c) Each Additional Security Document (i) shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent Agent, which documentation shall in the case of Real Property owned in fee be accompanied by such Phase I environmental reports or assessments, a mortgage policy of title insurance (subject to a standard survey exception), and other supporting documentation requested by and reasonably satisfactory in form and substance to the Administrative Agent; and (ii) shall constitute a valid and enforceable perfected security Lien upon the interests and mortgages or properties so included in the Collateral, superior to and prior to the rights of all third Persons persons and subject to no other Liens except for Permitted Liensthose permitted by section 9.3 or otherwise agreed by the Administrative Agent at the time of perfection thereof and (in the case of Real Property or interests therein) such other encumbrances as may be set forth in the mortgage policy, if any, relating to such Additional Security Document which shall be delivered to the Collateral Agent together with such Additional Security Document and which shall be satisfactory in form and substance to the Collateral Agent and the Administrative Agent. The Borrower, at its sole cost and expense, will cause each Additional Security Documents Document or instruments related thereto shall have been 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 created thereby required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower willDocument, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.will

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Administrative Agent security interests and mortgages in such assets and properties (including Real Property) of the Borrower and its Subsidiaries as such Subsidiary Guarantors which are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full.type required (b) The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Administrative Agent may reasonably require. Furthermore, the Borrower shall will cause to be delivered to the Collateral Administrative Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent Agents to assure themselves itself that this Section 7.11 8.12 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 8.12 shall be completed as soon as possible, but in no event later than within 90 days after such action is either requested to be taken by the Administrative Agent Agents or the Required Banks or required to be taken by the Borrower and its Subsidiaries the Subsidiary Guarantors pursuant to the terms of this Section 7.118.12; provided that in no event shall will the Borrower or any Subsidiary Guarantor be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.12.

Additional Security; Further Assurances. (a) The Borrower will, --------------------------------------- and will cause each of its Domestic Subsidiaries to, grant to the Collateral Agent security interests and mortgages (each, an "Additional Mortgage") in such assets and properties owned Real Property of the Borrower and its Subsidiaries as are that is not covered by owned or subject to a Mortgage on the original Security Documents, and Initial Borrowing Date as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents")Agent. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensas are permitted by Section 8.03. The Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Domestic Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 60 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; Lenders, provided that in no event shall the Borrower be required to take any action, other than using its reasonable effortscommercial efforts without any material expenditure, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) Not later than --------------------------------------- 120 days after the Initial Borrowing Date, the Agent shall have received: (i) fully executed counterparts of deeds of trust, mortgages and similar documents in each case in form and substance satisfactory to the Agent (each as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, a "Mortgage" -------- and collectively, the "Mortgages") covering the Borrower's owned Real --------- Property located in Rosemead, California, Lakewood, New Jersey, Cincinnati, Ohio and Avon, Massachusetts and arrangements reasonably satisfactory to the Agent shall be in place to provide that counterparts of such Mortgages shall be recorded in all places to the extent necessary or desirable, in the judgment of the Agent, effectively to create a valid and enforceable first priority Lien, subject only to Permitted Encumbrances (other than those Permitted Encumbrances described on Schedule 8.03 hereto), on each ------------- Mortgaged Property in favor of the Agent (or such other trustee as may be required or desired under local law) for the benefit of the Lenders; (ii) mortgagee title insurance policies issued by title insurers reasonably satisfactory to the Agent (the "Mortgage Policies") in amounts ----------------- reasonably satisfactory to the Agent, not to exceed the value of such Real Properties as reasonably determined by the Agent, and assuring the Agent that the Mortgages in respect of the Rosemead, California, Lakewood, New Jersey, Cincinnati, Ohio and Avon, Massachusetts Real Properties are valid and enforceable first priority mortgage Liens on such Real Properties, free and clear of all defects and encumbrances except Permitted Encumbrances. Such Mortgage Policies shall be in form and substance satisfactory to the Agent and shall include an endorsement for future advances under this Agreement, the Notes and the Mortgages, for mechanics liens and for any other matter that the Agent in its discretion may request; (iii) a survey, in form and substance satisfactory to the Agent, to each Mortgaged Property, each certified by a licensed professional surveyor satisfactory to the Agent and revealing no facts which would materially interfere with the use of such properties by the Borrower and its Subsidiaries, or an update of an existing survey provided the title company will delete the exception for existing facts which a current survey would disclose. (b) Not later than 120 days after the Initial Borrowing Date, the Agent shall have received: (i) fully executed counterparts of leasehold deeds of trust, mortgages and similar documents, in each case in form and substance satisfactory to the Agent (each as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, a "Leasehold Mortgage" and collectively, the "Leasehold Mortgages") covering ------------------- ------------------- the leased Real Property of the Borrower and its Subsidiaries identified on Exhibit 7.11(b) hereto, and arrangements reasonably satisfactory to the --------------- Agent shall be in place to provide that counterparts of such Leasehold Mortgages shall be recorded in all places to the extent necessary or desirable, in the judgment of the Agent effectively to create a valid and enforceable first priority Lien, subject only to Permitted Encumbrances, with respect to such leased Real Property in favor of the Agent (or such other trustee as may be required or desired under local law) for the benefit of the Lenders; and (ii) fully executed counterparts of collateral assignments of leases in form and substance satisfactory to the Agent (each as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, a "Collateral Assignment of Lease" and ------------------------------ collectively, the "Collateral Assignments of Leases") covering the leased -------------------------------- Real Property of the Borrower as identified in Exhibit 7.11(b) hereto. --------------- (c) The Borrower will, and will cause each of its Domestic Subsidiaries to, at the expense of the Borrower, grant to the Collateral Agent security interests and mortgages (each an "Additional Mortgage") in such assets and properties owned Real Property of the Borrower and ------------------- its Subsidiaries as are not covered by acquired after the original Security Documents, and Effective Date as may be requested in writing from time to time by the Administrative Agent or the Required Banks (collectively, the "Agent. Such Additional Security Documents"). All such security interests and mortgages Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensas are permitted by Section 8.03. The Additional Security Documents Mortgages or instruments related ------------ thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Agent required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (d) If at any time after the date hereof, any Person becomes a Subsidiary of the Borrower, the Borrower will promptly notify the Agent in writing and will, at the expense of the Borrower and at the written request of the Agent, cause (i) such Subsidiary to guaranty the Obligations and grant to the Agent for the benefit of the Lenders a security interest in and lien on the property and assets of such Subsidiary to secure its obligations under such guaranty, and (ii) the capital stock of such Subsidiary to be pledged to the Agent for the benefit of the Lenders. All such security interests, pledges and guaranties shall be granted or made pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except as are permitted by Section 8.03. All ------------ documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents this clause (b) and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (be) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer transfers endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been ------------ complied with. (cf) In the event that the Agent at any time after the date hereof determines in its good faith discretion that real estate appraisals satisfying the requirements set forth in 12 C.F.R., Part 34-Subpart C, or any successor or similar statute, rule, regulation, guideline or order (any such appraisal a "Required Appraisal") are or were required to be obtained, or should be ------------------- obtained, in connection with any or all of the Mortgaged Properties, then, such Required Appraisal shall be delivered, at the expense of the Borrower, to the Agent, which Required Appraisal, and the respective appraiser, shall be satisfactory to the Agent. (g) The Borrower shall use its best efforts to obtain and deliver to the Agent duly executed landlord consents and waivers with respect to all leased Real Property of the Borrower, in form and substance reasonably satisfactory to the Agent, and shall take all actions to obtain such documents as the Agent may reasonably request. (h) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 ------------ 60 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Lenders.

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of its Domestic their respective Subsidiaries to, grant to the Collateral Agent Agent, for the benefit of the Banks, security interests and mortgages in such assets and properties of the Borrower and its Subsidiaries Nexstar Entities as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Majority Banks (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 Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 have been be paid in full. (b) The Parent Guarantors and the Borrower will, and will cause each of its their respective Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents or any Additional Security Documents as the Collateral Agent may reasonably requirerequire and as are reasonably satisfactory to the Borrower. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.Section

Additional Security; Further Assurances. (a) The Borrower willUpon the occurrence of any merger or other corporate reorganization (including a contribution of assets) affecting a Credit Party or a Subsidiary of Fimalac S.A. the shares of which are pledged pursuant to the Security Documents (the "Affected Subsidiary"), and the parent of the Affected Subsidiary will cause each of its Domestic Subsidiaries to, grant to the Collateral Security Agent security interests in such assets and properties shares of the Borrower and its Subsidiaries Affected Subsidiary (or of the surviving entity if not the Affected Subsidiary) as are not covered by the original Security DocumentsDocuments (including, without limitation, security interests over the shares of Target and its Subsidiaries), and as may be requested from time to time by the Administrative Security Agent or the Required Banks (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 Administrative Security Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Security Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower Each Credit Party will, and will cause each of its Subsidiaries to, at the expense of the Borrowersuch Credit Party, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Security Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents or Additional Security Documents as the Collateral Security Agent may reasonably require. Furthermore, the Borrower shall each Credit Party will cause to be delivered to the Collateral Security Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent Agents to assure themselves itself that this Section 7.11 has been complied with12. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Each Borrower --------------------------------------- will, and will cause each of its Domestic Wholly-Owned Subsidiaries to, grant to the Collateral Agent security interests and mortgages in such assets and properties real property of the such Borrower and its Subsidiaries which are of the type required to be pledged, assigned or hypothecated pursuant to the original Security Documents and as are not covered by the such original Security Documents, and as may be in each case to the extent requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests interests, hypothecations and mortgages superior to and prior to the rights of all third Persons and enforceable as against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Each Borrower will, and will cause each of its Subsidiaries to, at the expense of the such Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire (including, without limitation, reregistering the certificate of title of any Tractor Trailer in any state in which such Tractor Trailer primarily operates, to the extent the Collateral Agent determines, in its reasonable discretion, that such action is required to ensure the perfection or the enforceability as against third parties of its security interest in such Collateral). Furthermore, the each Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.Section

Additional Security; Further Assurances. (a) The On the Effective Date and thereafter, at the reasonable request from time to time by the Lead Arranger, the Borrower will, and will cause each of its Domestic Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Agent security interests in such assets and properties (other than Real Property) of the Borrower and its Subsidiaries as such Subsidiary Guarantors, which assets and property are of the kind that are the subject of the Pledge Agreement and/or the Security Agreement and which are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks Documents (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 Administrative Agent Lead Arranger and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The On the Effective Date and thereafter, the Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further reasonable steps relating to the collateral covered by any of the Security Documents as the Lead Arranger or the Collateral Agent may reasonably requirerequire which are necessary to maintain the liens and security interest pursuant to the Security Documents. Furthermore, the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent Lead Arranger to assure themselves itself that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.Section

Additional Security; Further Assurances. (a) The Borrower Borrowers -39- 46 will, and will cause each of its Domestic Subsidiaries other Credit Party to, grant to the Collateral Agent security interests and mortgages in such assets and material properties acquired by any of them after the Borrower and its Subsidiaries as Closing Date that are not covered by subject to the original Security Documents, and Documents at the time in effect as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security DocumentsMortgages"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensas are permitted by Section 7.03. The Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (ba) The Borrower Borrowers will, and will cause each of its Subsidiaries other Credit Party to, at the expense of the BorrowerBorrowers, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower Borrowers shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 6.09 has been complied with. (cb) The Borrower agrees Borrowers agree that each action required above by this Section 7.11 6.09 shall be completed as soon as possible, but in no event later than 90 30 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; Collateral Agent, provided that in no event shall the Borrower Borrowers be required to take any action, other than using its their reasonable effortscommercial efforts without any material expenditure, to obtain consents from third parties with respect to its their compliance with this Section 7.116.09.

Additional Security; Further Assurances. (a) The Borrower Parent will, and will cause each of its Domestic respective Subsidiaries to, grant to the Collateral Agent security interests in Reinvestment Assets at the time of the acquisition thereof as described in this clause (a). To the extent Reinvestment Assets are acquired by the Borrower and/or its Subsidiaries, the Borrower or such assets Subsidiary shall granx x Xxxx xx and properties a security interest in such Reinvestment Assets on the same terms as set forth in the Security Documents and as otherwise set forth in this Section 7.13. To the extent Reinvestment Assets are acquired by a merger or the acquisition of capital stock, the Borrower shall cause the Person acquiring such Reinvestment Assets to become a Subsidiary of the Borrower and/or its Subsidiaries, and shall pledge or cause to be pledged all capital stock of any such Person so acquired pursuant to the Pledge Agreement, and cause such Person to enter into an additional guaranty substantially similar to the Subsidiary Guaranty and additional security documents substantially similar to the Security Documents, all as otherwise set forth in this Section 7.13; provided, that, absent a change in the relevant sections of the Code or the rules, regulations, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower and its Subsidiaries shall be required to pledge only 65% of the voting capital stock of a foreign Subsidiary and no foreign Subsidiary shall be required to enter into such guaranty or Security Documents; provided further, the Borrower and its Subsidiaries shall not be required to grant a security interest in any Reinvestment Assets that are acquired subject to a Lien permitted by Section 8.01(vii), (viii) or (xix). (b) Parent will, and will cause each of its Subsidiaries to, grant to the Collateral Agent security interests and mortgages (an "Additional Mortgage") in such Real Property of Parent or any of its Subsidiaries as are not covered by the original Security DocumentsMortgages to the extent acquired after the Restatement Effective Date, and as may reasonably be requested from time to time by the Administrative Agent or the Required Banks (collectivelyeach such Real Property, the an "Additional Security DocumentsMortgaged Property"). All such security interests and mortgages Additional Mortgages shall be granted pursuant to documentation substantially in the form of the Mortgages or in such other form as is reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensas are permitted by Section 8.01 at the time of perfection thereof. The Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent for the benefit of the Secured Creditors required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary stated above in this clause (b), Parent and its Subsidiaries shall be required to only grant Additional Mortgages in fee owned Real Property with a fair market value at the time of acquisition thereof in excess of $250,000. (bc) The Parent will, and will cause each of its Subsidiaries to, grant to the Collateral Agent security interests in assets acquired pursuant to Sections 8.02(ix) or (xiii) at the time of the acquisition thereof as described in this clause (c). To the extent assets are acquired by the Borrower or any of its Subsidiaries pursuant to such Sections, the Borrower or such Subsidiary shall granx x Xxxx xx and a security interest in such assets on the same terms as set forth in the Security Documents and as otherwise set forth in this Section 7.13. In connection with the acquisition of the capital stock of a Person pursuant to such Sections, the Borrower shall cause such Person to become a direct or indirect Subsidiary of the Borrower, and shall pledge or cause to be pledged all capital stock of any such Person so acquired pursuant to the Pledge Agreement, and cause such Person to enter into an additional guaranty substantially similar to the Subsidiary Guaranty and additional security documents substantially similar to the Security Documents, all as otherwise set forth in this Section 7.13; provided, that, absent a change in the relevant sections of the Code or the rules, regulations, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower and its Subsidiaries shall be required to only pledge 65% of the voting capital stock of a foreign Subsidiary and no foreign Subsidiary shall be required to enter into such guaranty or Security Documents; provided further, that the Borrower and its Subsidiaries shall not be required to grant a security interest in such assets that are acquired subject to a Lien permitted by Section 8.01(vii), (viii) or (xix). Notwithstanding anything to the contrary contained above, Parent and its Subsidiaries shall be required to only grant Additional Mortgages in fee owned Real Property with a fair market value at the time of acquisition in excess of $250,000. (d) Parent will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire pursuant to this Section 7.13. Furthermore, Parent, Holdings and the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be requested by the Collateral Agent to assure itself that this Section 7.13 has been complied with. (e) Parent will cause each Subsidiary established or created in accordance with Section 8.15 to execute and deliver a guaranty of all Obligations and all obligations under Interest Rate Protection Agreements in substantially the form of the Subsidiary Guaranty; provided that absent a change in the relevant sections of the Code or the rules, regulations, rulings, notices or other official pronouncements issued or promulgated thereunder, no foreign Subsidiary shall be required to enter into such guaranty. (f) Parent will cause each Subsidiary established or created in accordance with Section 8.15 to grant to the Collateral Agent a first priority Lien on all property (tangible and intangible) of such Subsidiary upon terms similar to those set forth in the Security Documents as appropriate, and satisfactory in form and substance to the Collateral Agent and Required Banks; provided, that absent a change in the relevant sections of the Code or the rules, regulations, rulings, notices or other official pronouncements issued or promulgated thereunder, no foreign Subsidiary shall be required to enter into such Security Documents; provided further, that the Borrower and its Subsidiaries shall not be required to grant a security interest in such assets that are acquired subject to a Lien permitted by Section 8.01(vii), (viii) or (xix); provided further, that such Subsidiary shall be required to only grant Additional Mortgages in fee owned Real Property with a fair market value at the time of acquisition in excess of $250,000. Parent will cause each Subsidiary, at its own expense, to execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the foregoing Liens. Parent will cause each of its Subsidiaries to take all actions requested by the Collateral Agent (including, without limitation, the filing of UCC-1's) in connection with the granting of such security interests. (g) The security interests required to be granted pursuant to this Section 7.13 shall be granted pursuant to security documentation which shall be substantially similar to the Security Documents already executed and delivered by the Borrower or its Subsidiaries, as applicable, or otherwise satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests prior to the rights of all third Persons and subject to no other Liens except such Liens as are permitted by Section 8.01. The Additional Security Documents and other instruments related thereto shall be duly recorded or filed in such manner and in such places and at such times as are required by law to establish, perfect, preserve and protect the Liens, in favor of the Collateral Agent for the benefit of the respective 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 paid in full by the Borrower. At the time of the execution and delivery of the Additional Security Documents, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, Mortgage Policies, title surveys and other related documents as may be reasonably requested by the Administrative Agent or the Required Banks to assure themselves that this Section 7.11 7.13 has been complied with. (ch) The Each of Parent, Holdings and the Borrower agrees that each action required above by this Section 7.11 7.13 shall be completed as soon as possible, but in no event later than 90 60 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Banks; provided that each of Parent, Holdings and the Borrower further agrees that any additional guaranty or any Additional Security Documents required to be taken by the Borrower and its Subsidiaries executed pursuant to the terms of this Section 7.11; provided that in no event 7.13 shall be entered into contemporaneously with the Borrower be required to take creation or acquisition of any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11new Subsidiary.

Additional Security; Further Assurances. (a) The Borrower Holdings will, and will cause each of its Domestic Subsidiaries (and subject to Section 8.12, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests in such assets and properties of the Borrower Holdings and its Subsidiaries as are not covered by the original Security DocumentsDocuments and/or Subsidiaries Guaranty as required by Section 9.15, and as may be reasonably requested from time to time by the Administrative Agent or the Required Banks 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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire to obtain the benefits intended to be conferred to the Administrative Agent and the Lenders pursuant to the Security Documents. Furthermore, Holdings and the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 8.11 has been complied with. (c) The Holdings and the Borrower agrees agree that each action required above by this Section 7.11 8.11 shall be completed as soon as possible, but in no event later than 90 days (30 days in connection with compliance with Section 9.15) after such action is either requested to be taken by the Administrative Agent or the Required Banks Lenders or required to be taken by the Borrower and Holdings and/or its Subsidiaries pursuant to the terms of this Section 7.118.11; provided that in no event shall the Borrower will Holdings or any of its Subsidiaries be required to take any action, other than using its reasonable best efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11. (d) Notwithstanding anything to the contrary contained in this Section 8.11, no Domestic Subsidiary of the Borrower which is not a Wholly-Owned Subsidiary and which is acquired pursuant to an acquisition otherwise permitted hereunder shall be required to enter into Additional Security Documents to the extent, and only to the extent, the terms of any Indebtedness of such Subsidiary at the time of such acquisition prohibits the entering into of the Additional Security Documents by such Subsidiary (it being understood that at such time when such prohibition shall no longer be effective, such Subsidiary shall enter into Additional Security Documents as otherwise described in this Section 8.11).

Additional Security; Further Assurances. (a) The Borrower Holdings will, and will cause each of its Domestic Subsidiaries to, grant within five days after the acquisition by Holdings or any such Subsidiary of any Real Property with a fair market value (net of the principal amount of any Indebtedness secured by such Real Property) of $2,000,000 or more (each a "Mortgaged Property"), give notice thereof to the Agent and thereafter deliver to the Collateral Agent security interests in a mortgage or deed of trust (each, a "Mortgage") securing the Obligations of Holdings or such assets and properties of Subsidiary, as the Borrower and its Subsidiaries as are not covered by the original Security Documentscase may be, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance reasonably satisfactory to the Administrative Agent and Agent, each of which Mortgages shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to Mortgages on the rights of all third Persons and respective Mortgaged Properties subject to no other Liens except for Permitted Liens. The Additional Security Documents Each Mortgage or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents such Mortgage and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, or additional conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, real property surveys and environmental reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents on new Mortgaged Properties as the Collateral Agent may reasonably require. Furthermore, Holdings and the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 8.11 has been complied with. (c) The If the Agent or the Required Banks reasonably determine that they are required by law or regulation to have appraisals prepared in respect of new Mortgaged Properties, the Borrower agrees will provide, at its own expense, to the Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which otherwise shall be in form and substance reasonably satisfactory to the Agent. (d) Holdings and the Borrower agree that each action required above by this Section 7.11 8.11 (other than the giving of the notice referred to in clause (a) above) shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and Holdings and/or its Subsidiaries pursuant to the terms of this Section 7.118.11; provided that PROVIDED that, in no event shall the Borrower will Holdings or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11.

Additional Security; Further Assurances. (ai) The In the event that the Borrower at any time acquires assets after the Effective Date (other than (x) the capital stock of any Subsidiary of the Borrower and (y) assets subject to a Lien permitted under Sections 7.01(vii) and (viii)) with a fair market value of $2,500,000 or more, the Borrower will, and (ii) the Borrower will cause Acme Steel and each of its Domestic Subsidiaries the other Granting Credit Parties to, in each case, grant to the Collateral Agent security interests and mortgages in such assets and properties of the Borrower Borrower, Acme Steel and its Subsidiaries such other Granting Credit Parties, as applicable, as are not covered by the original Security Documents but are otherwise of a type covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative any Agent or the Required Banks (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 Administrative Agent Agents and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries the other Credit Parties to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 6.11 has been complied with. (c) If any Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of the Mortgaged Properties, the Borrower will provide, at its own expense, to the Agents appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which otherwise shall be in form and substance reasonably satisfactory to the Agents. (d) The Borrower agrees that each action required above by this Section 7.11 6.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative any Agent or the Required Banks Lenders or required to be taken by the Borrower and and/or its Subsidiaries pursuant to the terms of this Section 7.116.11; provided that that, in no event shall will the Borrower or any of its Subsidiaries be required to take any action, other than using its reasonable best efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.6.11. 42

Additional Security; Further Assurances. (a) The Borrower Holdings will, and will cause each of its Domestic Subsidiaries to, grant to within five days after the Collateral Agent security interests in acquisition by Holdings or any such assets and properties Subsidiary of any Real Property with a fair market value (net of the Borrower and its Subsidiaries as are not covered principal amount of any Indebtedness secured by the original Security Documents, and as may be requested from time to time by the Administrative Agent such Real Property) of $3,000,000 or the Required Banks more (collectively, the each a "Additional Security DocumentsMortgaged Property"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance , give notice thereof to the Administrative Agent and thereafter deliver to the Collateral Agent a mortgage or deed of trust (each, a "Mortgage") securing the Obligations of Holdings or such Subsidiary, as the case may be, in form and substance reasonably satisfactory to the Administrative Agent, each of which Mortgages shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to Mortgages on the rights of all third Persons and respective Mortgaged Properties subject to no other Liens except for Permitted Liens. The Additional Security Documents Each Mortgage or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents such Mortgage and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, or additional conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, real property surveys and environmental reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents on new Mortgaged Properties as the Collateral Agent may reasonably require. Furthermore, Holdings, WPIV and the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 8.11 has been complied with. (c) The If the Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of new Mortgaged Properties, the Borrower agrees will provide, at its own expense, to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which otherwise shall be in form and substance reasonably satisfactory to the Administrative Agent. (d) Holdings, WPIV and the Borrower agree that each action required above by this Section 7.11 8.11 (other than the giving of the notice referred to in clause (a) above) shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and Holdings and/or its Subsidiaries pursuant to the terms of this Section 7.118.11; provided that PROVIDED that, in no event shall the Borrower will Holdings or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries (and subject to Section 7.13, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and mortgages in such assets and properties of the Borrower and its Domestic Subsidiaries (and, subject to Section 7.13, its Foreign Subsidiaries) as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its applicable Subsidiaries party to any Security Document to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves it that this Section 7.11 has been complied with. (c) If the Agent or the Required Banks determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of the Borrower and its Subsidiaries constituting Collateral, the Borrower shall provide to the Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall be in form and substance reasonably satisfactory to the Agent. (d) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower willagrees to cause each Subsidiary established or created in accordance with Section 9.11 to execute and deliver a guaranty of all Obligations and all obligations under Interest Rate Protection Agreements in substantially the form of the Subsidiaries Guaranty, or by becoming a party to the Subsidiaries Guaranty. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, the Receivables Subsidiary shall not be required to become a Subsidiary Guarantor, although 100% of the capital stock of the Receivables Subsidiary shall be pledged pursuant to the Pledge and Security Agreement. (b) The Borrower agrees to pledge, and will to cause each Subsidiary Guarantor to pledge, the capital stock of its Domestic Subsidiaries to, grant each new Subsidiary and Unrestricted Subsidiary (except to the extent the capital stock of any such Subsidiary or Unrestricted Subsidiary is not owned by a Credit Party) established or created in accordance with Section 9.11 to the Collateral Agent security interests in such assets and properties for the benefit of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted Secured Creditors pursuant to the Additional Pledge and Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in fullAgreement. (bc) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Pledge and Security Documents Agreement as the Collateral Agent may reasonably requirerequire pursuant to this Section 8.11. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 8.11 has been complied with. (cd) The Borrower Except as otherwise provided in the Pledge and Security Agreement, each of the Credit Parties agrees that each action required above by this Section 7.11 8.11(a) or (b) shall be completed contemporaneously with the creation of the respective new Subsidiary or Unrestricted Subsidiary, as applicable. Furthermore, each of the Credit Parties further agrees that each action required by Section 8.11(c) shall be completed as soon as possiblereasonably practicable, but in no event later than 90 30 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken Banks. (e) At such time as the assets of all corporations owned by the Borrower and its Subsidiaries pursuant to which theretofore constitute Shell Corporations exceed $100,000 in the terms of this Section 7.11; provided that in no event shall aggregate, the Borrower shall notify the Administrative Agent as to which corporations shall cease to constitute Shell Corporations or, in the absence of such designation, all such corporations shall at such time cease to be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Shell Corporations.

Additional Security; Further Assurances. (a) The Borrower willIn the event that any Obligor acquires ownership in fee of a Real Estate Asset with a value in excess of Cdn.$500,000 after the Closing Date, and will cause each such interest has not otherwise been made subject to a Lien in favor of its Domestic Subsidiaries tothe Collateral Agent, grant to for the benefit of the Secured Creditors, then such Obligor shall notify the Collateral Agent no less than ten (10) days prior to the acquisition, and, upon request by the Collateral Agent, contemporaneously with acquiring such Real Estate Asset in fee, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such Mortgages, documents, instruments, agreements, opinions and certificates that the Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of the Secured Creditors, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interests interest in such assets and properties Real Estate Assets, subject to Permitted Encumbrances. In addition to the foregoing, each Obligor shall, at the request of the Borrower and its Subsidiaries as are not covered by the original Security DocumentsRequired Lenders, and as may be requested deliver, from time to time by the Administrative Agent or the Required Banks (collectivelytime, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places appraisals as are required by law or regulation of Real Estate Assets with respect to establish, perfect, preserve and protect the Liens in favor of the which Collateral Agent required to be has been granted a Lien pursuant to this Section 8.10. Prior to the Additional Security Documents acquisition of any Real Estate Asset in fee, the Obligors shall deliver to the Administrative Agent a notice identifying, and all taxesupon the Administrative Agent’s request and subject to any contractual restrictions contained therein, fees the consultant’s reports, environmental site assessments or other documents, if any, relied upon by such Obligor to determine that any such Real Estate Asset does not contain Hazardous Materials of a form or type or in a quantity or location that could reasonably be expected to result in Environmental Liabilities and other charges payable in connection therewith shall have been paid in full.Costs; (b) The Borrower Each Obligor will, and will cause each of at its Subsidiaries to, at the expense of the Borrowerown expense, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, confirmatory conveyances, financing statements, transfer endorsements, confirmatory powers of attorney, certificates, surveys, reports and other assurances or confirmatory instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermorerequire pursuant to this Section 8.10; (c) After the date hereof, subject to Section 9.20, the Borrower shall, upon the formation, creation or acquisition of any additional directly-owned Relevant Subsidiary, pledge all of the Capital Stock of such Relevant Subsidiary owned directly by the Borrower to the Collateral Agent, for the benefit of the Secured Creditors, to secure the Obligations of the Borrower. The documentation for such pledge shall be in form and substance reasonably satisfactory to the Administrative Agent or the Collateral Agent and shall be substantially similar to the Loan Documents executed concurrently herewith with such modifications as are reasonably requested by the Collateral Agent. Any document, agreement, or instrument executed or issued pursuant to this Section 8.10(c) shall be a Loan Document; (d) After the date hereof, the Obligors shall notify the Collateral Agent no less than five (5) days prior to (i) an acquisition by the Borrower of assets that cause the value of assets held by the Borrower in Xxxxxx Xxxxxx Island or any of the Canadian Territories to exceed Cdn.$100,000 in any of such jurisdictions and (ii) an acquisition by the Parent of assets held in any Canadian Province or Territory other than Nova Scotia, Ontario or British Columbia. Upon request by the Collateral Agent, contemporaneously with acquiring any such assets, the Borrower or Parent, as the case may be, shall take all such actions and execute and deliver, or cause to be executed and delivered, any confirmatory assignments, confirmatory conveyances, financing statements, hypothecs, pledges, debentures, transfer endorsements, confirmatory powers of attorney, certificates, reports and other assurances or confirmatory instruments that the Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of the Secured Creditors, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest in such assets, subject to Permitted Encumbrances. Any document, agreement, or instrument executed or issued pursuant to this Section 8.10(d) shall be a Loan Document. (e) The Liens required to be granted pursuant to this Section 8.10 shall be granted pursuant to the applicable Security Documents to be executed and delivered by the Obligors on the date hereof (or other security documentation substantially similar to such Security Documents or otherwise satisfactory in form and substance to the Collateral Agent) for the benefit of the Secured Creditors, shall constitute valid and enforceable perfected security interests on all of the Collateral subject thereto and, except for Permitted Encumbrances, shall be first priority security interests, prior to the rights of all third Persons and subject to no other Liens, with such exceptions, conditions and qualifications, as shall be permitted by the respective Security Documents. Any Security Documents or Additional Security Documents and other instruments related thereto or related to existing Security Documents shall be duly recorded or filed in such manner and in such places and at such times as are required by law to create, maintain, effect, perfect, preserve, maintain and protect the Liens, in favor of the Collateral Agent for the benefit of the Secured Creditors, required to be granted pursuant to such Security Documents or Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be paid in full by the Obligors. At the time of the execution and delivery of any Security Documents or Additional Security Documents, the Obligors will cause to be delivered to the Collateral Agent such customary opinions of counsel and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves that this Section 7.11 8.10 has been complied with., including the execution and delivery of the applicable documentation referred to in Section 8.10(c) (and the creation and perfection of any Lien contemplated thereby); (cf) The Borrower Each Obligor agrees that each action required above by this Section 7.11 8.10 shall be completed as soon as possible, but in no event later than 90 days promptly after such action is either requested to be taken by the Administrative Agent or the Required Banks Collateral Agent, provided that each action required above by Sections 8.10(b), (c) and (d) with respect to a Relevant Subsidiary newly formed, created or required to be taken acquired by the Borrower and shall be completed upon the formation, creation or acquisition of such Relevant Subsidiary; (g) Each Obligor shall use its Subsidiaries pursuant commercially reasonable efforts to deliver (to the terms extent not delivered on or prior to the Closing Date) evidence of this insurance complying with the requirements of Section 7.11; provided that 8.03 as soon as practicable following the Closing Date, but in any case no event shall the Borrower be required to take any action, other later than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11ten (10) Business Days thereafter.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries (other than the Excluded Subsidiaries) to, grant to the Collateral Agent security interests and mortgages (each such mortgage an "Additional Mortgage") in such assets and properties each item of property or asset (whether real, personal or otherwise) of the Borrower and its such Subsidiaries as are not covered by acquired or substantially improved on or after the original Security DocumentsFifth Amendment Effective Date and which individually has a fair market value of at least $1,000,000, and as may be requested from time to time by excluding any inventory (in the Administrative Agent or the Required Banks (collectivelycase of Real Property, the each such Real Property, an "Additional Security DocumentsMortgaged Property"). All such security interests and mortgages Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens, in either case, except Permitted Liens except for or Permitted LiensEncumbrances. The Any Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in within 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 granted, and all taxes, fees and other charges payable in connection therewith shall have been paid in fullfull by the Borrower. Notwithstanding anything to the contrary contained above in this Section 9.09, in connection with any (x) Leasehold that has been designated as an Additional Mortgaged Property, none of the Borrower or any such Subsidiary shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the applicable lease (and the lessor thereunder or its mortgagee has refused consent thereto) and (y) Real Property that has been designated as an Additional Mortgaged Property, none of the Borrower or any such Subsidiaries shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 10.01 (and the senior lienholder has refused consent thereto) or would contravene any other agreements relating thereto. At the time the Borrower delivers each Additional Mortgage, the Borrower and the Administrative Agent shall determine a Release Price for such Additional Mortgaged Property. (b) The Borrower will, and will cause each of its Subsidiaries (other than the Excluded Subsidiaries) to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance policies and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 9.09 has been complied with. (c) In the event and to the extent the Administrative Agent reasonably determines some are required or advisable under applicable law or regulation, the Borrower shall obtain real estate appraisals with respect to each Mortgaged Property, which real estate appraisal shall follow the valuation procedures set forth in CFR, Part 34 - Subpart C, and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower agrees that each action required by clause (a) above by in this Section 7.11 9.09 shall be completed as soon as possible, but in no event later than 90 180 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11acquisition; provided that in no event shall the Borrower be required to take any action, other than using its reasonable effortscommercial efforts without any material expenditure, to obtain consents from third parties with respect to its compliance with this Section 7.11clauses (a) and (b).

Additional Security; Further Assurances. (a) The Borrower Matria will, and will cause each of its Domestic Subsidiaries to, grant to the Collateral Administrative Agent from time to time security interests and Liens in and upon such assets and properties of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and interests in real property as may be requested from time to time by the Administrative Agent or the Required Banks (collectivelyLenders, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory Mortgages in form and substance satisfactory to the Administrative Agent and in a manner so that such security interests and Liens shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and Liens, subject to no Liens other Liens except for than Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor Without limitation of the Collateral Agent required foregoing, in connection with the grant of any Mortgage with respect to be granted pursuant any fee or leasehold interest in real property, Matria will, and will cause each applicable Subsidiary to, at Matria's expense, prepare, obtain and deliver to the Additional Security Documents and all taxesAdministrative Agent any environmental assessments, fees appraisals, surveys, certifications, title insurance and other charges payable matters or documents as the Administrative Agent may request or as may be required under applicable banking laws and regulations, all in connection therewith shall have been paid in fullform and substance satisfactory to the Administrative Agent. (b) The Borrower Matria will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledgeacknowledge and deliver any amendments, file and/or deliver to the Collateral Agent modifications or supplements hereto and restatements hereof and any other agreements, instruments or documents, and take any and all such other actions, as may from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent or the Required Lenders to perfect and maintain the validity and priority of the Liens granted pursuant to the Security Documents and to effect, confirm or further assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possibleor protect and preserve the interests, but in no event later than 90 days after such action is either requested to be taken by rights and remedies of the Administrative Agent or and the Required Banks or required to be taken by Lenders under this Agreement and the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Credit Documents.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Agent security interests and mortgages in such assets and properties of the Borrower and its Subsidiaries such Subsidiary Guarantors as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Adminis­tra­tive Agent or the Required Banks Lenders (collectively, the "“Additional Security Documents"”), provided that notwith­standing anything to the contrary contained in this Agreement (i) Leasehold Mortgages shall not be required on any Real Property other than Hospital Properties, large clinics and surgical centers and other material Real Property, (ii) no landlord-lender agreements shall be required on any Leasehold not subject to a Leasehold Mortgage and (iii) at the Borrower’s elec­tion (which election shall be made by delivering written notice thereof to the Administrative Agent) neither the Borrower nor any Subsidiary Guarantor shall be required to grant a security interest or mortgage in any asset as otherwise required above pursuant to this Section 8.12(a) so long as the book value or fair market value (as determined in good faith by the Borrower), whichever is greater, is less than (x) in the case of Real Property, $2,000,000 and (y) in the case of any other asset, $1,000,000 (although in no event shall the aggregate book value or fair market value (as determined in good faith by the Borrower), whichever is greater, of all assets so excluded as provided in this clause (iii) exceed (1) in the case of Real Property, $10,000,000 and (2) in the case of any other asset, $5,000,000). Subject to the provisions contained in the proviso appearing in the immediately preceding sentence, within 30 days follow­ing the Administrative Agent’s or the Required Lenders’ request therefor, the Borrower will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent mort­gages on any Hospital Properties constructed or acquired by the Borrower or any Subsidiary Guarantor following the Effective Date. All such security interests and mortgages mort­gages shall be granted pursuant to documentation documen­ta­tion reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of the BorrowerBorrower or such Subsidiary Guarantor, make, execute, endorse, acknowledgeacknowl­edge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory confirma­tory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments instru­ments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall Credit Parties will use their reasonable best efforts to cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 8.12 has been complied with. (c) If the Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of Borrower and the Subsidiary Guarantors constituting Collateral, the Borrower will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable require­ments. (d) The Borrower agrees that each action required above by this Section 7.11 8.12 (other than actions described in the second sentence of clause (a) of this Section 8.12) shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Lenders or required to be taken by the Borrower and or its Subsidiaries pursuant to the terms of this Section 7.118.12; provided that in no event shall will the Borrower or any of its Subsidiaries be required to take any action, other than using its reasonable best efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.12.

Additional Security; Further Assurances. (a) The Borrower Holdings will, --------------------------------------- and will cause each of its Domestic Subsidiaries (and to the extent Section 8.12 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and mortgages in such assets and properties real property of the Borrower Holdings and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower Holdings will, and will cause each of its Subsidiaries to, at the expense of the BorrowerBorrowers, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire (including, without limitation, reregistering the certificate of title of any MRI Unit in any state in which such MRI Unit operates, to the extent the Collateral Agent determines, in its reasonable discretion, that such action is required to ensure the perfection of its security interest in such Collateral). Furthermore, the Borrower Holdings shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 8.11 has been complied with. (c) The Borrower Each of the Credit Parties agrees that each action required above by this Section 7.11 8.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower Holdings and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries to, grant to the Collateral Agent Agent, for the benefit of the Lenders, security interests and mortgages in such assets and properties of the Borrower and its Subsidiaries Mission Entities as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks Majority 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 Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 have been be paid in full. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents or any Additional Security Documents as the Collateral Agent may reasonably requirerequire and as are reasonably satisfactory to the Borrower. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 6.16 has been complied with. (c) If at any time the Borrower creates or acquires any additional Subsidiary, the Borrower will promptly notify the Administrative Agent thereof and cause such Subsidiary, within the time period required by clause (f) of Section 7.10, to execute and deliver appropriate Guaranty Supplements (or a Subsidiary Guaranty Agreement), a Joinder to Security Agreement and a Joinder to Pledge Agreement. (d) If the Administrative Agent or the Majority Lenders determine that they or any of them are required by law or regulation to have appraisals prepared in respect of any Real Property of the Mission Entities constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance reasonably satisfactory to the Administrative Agent. (e) The Borrower agrees that each action required above by this Section 7.11 6.16 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Majority Lenders or required to be taken by the Borrower and its Subsidiaries applicable Mission Entity pursuant to the terms of this Section 7.116.16; provided that in no event shall the Borrower any Mission Entity be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.116.16.

Additional Security; Further Assurances. (a) No later than the date which is 30 days after the Restatement Effective Date: (i) the Borrower and its Subsidiaries shall have complied in full with the provisions of Section 7.11(a) of the Original Credit Agreement with respect to all Real Property (and related personal property) as to which Additional Security Documents (as defined in the Original Credit Agreement) were required to be delivered pursuant to such Section 7.11(a); and (ii) the Collateral Agent shall have received (x) such executed amendments (in form and substance reasonably satisfactory to the Collateral Agent) to the Existing Mortgages (the Existing Mortgages as so amended, if at all, and each mortgage, deed of trust or deeds to secure debt delivered pursuant to clause (i) above, each a "Mortgage" and collectively the "Mortgages") as the Collateral Agent deems necessary or appropriate to give effect to the transactions contemplated by this Agreement and counterparts of such amendments shall have been recorded in all places where the related original Existing Mortgages were filed and (y) such endorsements, if any, to the Existing Mortgage Policies as the Collateral Agent deems appropriate (as so endorsed, if at all, the "Mortgage Policies"), provided that the executed amendments so delivered to the Collateral Agent with respect to Mortgaged Properties located in States where there exists substantial mortgage recording taxes will not be so recorded, and Mortgage Policy endorsements will not be so obtained with respect to such properties, until and unless an Event of Default exists, at which time such amendments will be recorded, and such endorsements obtained, at the Borrower's expense. (b) The Borrower will give the Collateral Agent not less than 15 days prior written notice of the scheduled closing date for any Permitted Acquisition by the Borrower or any of its Subsidiaries occurring after the Restatement Effective Date. Subject to obtaining any consents from third parties (including third party lessors and co-venturers) necessary to be obtained for the granting of a Lien on the interests or assets acquired pursuant to any such Permitted Acquisition (with the Borrower hereby agreeing to use its reasonable efforts to obtain such consents), the Borrower will, and will cause each of its Domestic Subsidiaries to, grant the Collateral Agent for the benefit of the Banks security interests and mortgages (each an "Additional Security Document") in the interests or properties (other than (I) any Real Property and related personal property assets acquired by a joint venture with the proceeds of equity investments made by the Borrower or a Subsidiary to the extent such equity investments are pledged to the Collateral Agent security interests and (II) any Real Property and related personal property assets acquired with the proceeds of, and securing, or subject to assumed, Non-Recourse Debt and those constituting expansions of existing facilities subject to mortgages in such assets and properties favor of other Persons) as are acquired after the Restatement Effective Date by the Borrower and its Subsidiaries as are not covered by or such Subsidiary with the original Security Documents, proceeds of Acquisition Loans and as may be requested from time to time by the Administrative Agent or the Required Banks (collectivelyBanks, as additional security for the "Obligations. Each Additional Security Documents"). All such security interests and mortgages Document shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute a valid and enforceable perfected security Lien upon the interests and mortgages or properties so acquired, superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensthose permitted by Section 8.03 or otherwise agreed by the Administrative Agent at the time of perfection thereof and such other encumbrances as may be set forth in the mortgage policy, if any, relating to such Additional Security Document which shall be delivered to the Collateral Agent together with such Additional Security Document and which shall be reasonably satisfactory in form and substance to the Collateral Agent. The Additional Security Documents Document or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent created thereby required to be granted pursuant to the Additional Security Documents Document and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (bc) The Holdings and the Borrower will, and will cause each of its their respective Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. If at any time the Collateral Agent determines, based on applicable law, that all applicable taxes (including, without limitation, mortgage recording taxes or similar charges) were not paid in connection with the recordation of any Mortgage, the Borrower shall promptly pay the same upon demand. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance, surveys and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 has been complied with, all of which documents shall be in form and substance reasonably satisfactory to the Collateral Agent. (cd) The Holdings and the Borrower each agrees that each action required above by this Section 7.11 shall be completed as soon as possiblepracticable, but in no event later than 90 60 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Banks.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries (other than an Inactive Subsidiary) and, to the extent required by Section 8.15, each of its Foreign Subsidiaries to, grant to the Collateral Agent security interests and Mortgages in such assets and properties of the Borrower and its such 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 Banks Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports reports, landlord waivers and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 8.12 has been complied with. (c) If the Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of the Borrower and its Subsidiaries constituting Collateral, the Borrower will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower agrees that each action required above by this Section 7.11 8.12 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Lenders or required to be taken by the Borrower and and/or its Subsidiaries pursuant to the terms of this Section 7.118.12; provided that that, in no event shall will the Borrower or any of its Subsidiaries be required to take any action, other than using its reasonable best efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.12.

Additional Security; Further Assurances. (a) The Borrower In the event that the Company or any Subsidiary Guarantor acquires any fee ownership in Real Property after the Restatement Effective Date, the Company shall promptly notify the Collateral Agent and, at the request of the Collateral Agent or the Required Lenders (or as otherwise required at such time pursuant to the ABL/Term Loan Intercreditor Agreement) from time to time, the Company will, and will cause each of its Domestic Subsidiaries such Subsidiary Guarantor to, grant to execute any and all further documents (including Mortgages), financing statements, agreements (including guarantee and security agreements) and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under applicable law, or which the Collateral Agent security interests may reasonably request, to grant, preserve, protect or perfect (including as a result of any change in applicable law) the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Company (each such Mortgage, an “Additional Mortgage”) in such assets and properties additional Real Property of any of the Borrower and its Subsidiaries as are not covered by the original Security DocumentsCompany or a Subsidiary Guarantor (each such Real Property, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "an “Additional Security Documents"Mortgaged Property”). All such security interests and mortgages Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens Liens, in either case except for Permitted LiensEncumbrances. The Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained above in this Section 7.11(a), in connection with any Real Property that has been designated as an Additional Mortgaged Property, the Company shall not nor any Subsidiary Guarantor shall be required to grant an Additional Mortgage therein to the extent that such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted under Section 8.01(vii), (viii) or (xiv) (and the senior lienholder has not consented thereto). (b) The Borrower Following the Restatement Effective Date, the Company will, and will cause each of its Subsidiaries to, at the expense of the BorrowerCompany and such Subsidiaries, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire to ensure the validity, enforceability, perfection or priority of the Collateral Agent’s and Administrative Agent’s security interest in the Collateral or to enable the Collateral Agent and Administrative Agent to realize or exercise the rights and benefits intended to be created by the Security Documents. Furthermore, the Borrower Company shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance, appraisals, surveys, life of loan flood hazard determinations (together with a notices about special flood hazard area status and flood disaster assistance duly executed by the BorrowerCompany and the applicable Credit Party relating thereto, if applicable) and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 has been complied with. (c) In the event the Administrative Agent or the Required Lenders reasonably determine the following are required or advisable under applicable law or regulation, the Company shall obtain real estate appraisals with respect to each Mortgaged Property, which real estate appraisal shall follow the valuation procedures set forth in 12 CFR, Part 34 - Subpart C, and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower Company agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested in writing to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Lenders.

Additional Security; Further Assurances. (a) The At the time any Person which does not constitute a Material Domestic Subsidiary on the Initial Borrowing Date becomes a Material Domestic Subsidiary thereafter (whether by acquisition or otherwise), the Borrower will, and will cause each of its Domestic Subsidiaries to, grant shall give prompt notice thereof to the Collateral Agent security interests in such assets and properties the Banks. Upon the request of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectivelyBanks, the Borrower shall cause such Subsidiary to (x) execute a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (y) execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such Person would have had to deliver if such Person were a Credit Party on the Initial Borrowing Date, in each case, in form and substance satisfactory to the Agent. (b) At the time the Borrower or any Subsidiary Guarantor shall acquire an ownership interest in a Material Real Property (or at the time of the acquisition or creation, after the Initial Borrowing Date, of any Subsidiary Guarantor having an ownership interest in a Material Real Property), the Borrower shall give prompt notice thereof to the Agent and the Banks. Upon the request of the Agent or the Required Banks, the Borrower shall, or shall cause such Subsidiary Guarantor to, execute a mortgage, deed to secure debt or similar document with respect to such Material Real Property (all such mortgages, deeds and similar documents, ""Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably Mortgages'') satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (bc) The Borrower will, and will cause each of its Subsidiaries Subsidiary Guarantor to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.assign-

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Agent security interests in such assets and properties of the Borrower and its Subsidiaries such Subsidiary Guarantors 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 Banks Lenders (collectively, the "“Additional Security Documents"”), it being understood that no more than 65% of the total combined voting power of all classes of capital stock of any Exempted Foreign Corporation (as defined in the Pledge Agreement) entitled to vote shall be required to be pledged pursuant to such Additional Security Documents. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 9.11(a) shall not apply to (and the Borrower and its Subsidiaries shall not be required to grant a security interest or a mortgage in) (i) any Real Property, (ii) personal property consisting of motor vehicles or other property subject to certificate of title laws and (iii) any local operating, collection or payroll bank accounts exempted from the perfection requirements pursuant to the Security Agreement. (b) The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors, to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.Section

Additional Security; Further Assurances. Promptly, and in any --------------------------------------- event within 90 days after the acquisition of assets of the type that would have constituted Collateral (aif the person acquiring such assets had executed an appropriate Security Document on the Effective Date) The at the Effective Date (the "Additional Collateral"), Holdings and the Borrower will, and will cause each of its Domestic Subsidiaries --------------------- the Guarantors to, grant to at the Collateral Agent security interests in such assets and properties of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor request of the Collateral Agent required following consultation with the Company as to be granted the value of any such Additional Collateral, take all necessary action, including entering into the appropriate security documents and filing the appropriate financing statements under the provisions of the UCC or applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to grant the Collateral Agent a perfected Lien in such Collateral (or comparable interest under foreign law in the case of foreign Collateral) pursuant to and to the Additional full extent required by the Security Documents and all taxesthis Agreement, fees subject to Permitted Liens and other charges payable Prior Liens; provided that no such action will be required by -------- the Borrower or any Guarantor to the extent that any such Additional Collateral is subject to a preexisting agreement which prohibits the granting of any additional liens; provided further that such preexisting agreement was not -------- ------- entered into in connection therewith with, or in anticipation of or contemplation of, the acquisition of such assets by the Borrower or any of its Subsidiaries. In the event that the Borrower or a Guarantor acquires an interest in additional real property, the Borrower or such Guarantor, as the case may be, will take such actions and execute such documents as the Administrative Agent shall have been paid require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage (including, without limitation, satisfaction of the conditions set forth in fullSections 5.03 and 5.11) or leasehold mortgage in the event a fee interest is not acquired. All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Collateral Agent, shall be for the account of the Company, which shall pay all reasonable sums due on demand. (ba) The Holdings and the Borrower will, and will cause each of its Subsidiaries the Guarantors to, at the expense of Holdings and the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire upon reasonable notice. Furthermore, the Borrower Company shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance surveys and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves that this Section 7.11 8.11 has been complied with. (b) If the Administrative Agent or the Required Banks reasonably determine (and so advise Holdings and the Borrower) that they are required by law or regulation to have appraisals prepared in respect of the Real Property of the Company and its Subsidiaries constituting Collateral, the Company shall provide to the Collateral Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance reasonably satisfactory to the Collateral Agent; provided -------- however, that no Guarantor, Borrower or Subsidiary, collectively, shall be ------- required to obtain any such appraisal for any such location more frequently than once in any 36 consecutive month period. (c) The Holdings and the Borrower agrees agree that each action required above by this Section 7.11 8.11 shall be completed as soon as possible, but in no event later than within 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by Holdings or the Borrower and its Subsidiaries or any Subsidiary Guarantor pursuant to the terms of this Section 7.118.11 -61- or, if such action is not capable of completion within such 90 day period, Holdings or the Borrower or any Subsidiary Guarantor, as the case may be, shall use their reasonable efforts to complete such action within the reasonable period in which it can be expected to be completed; provided that in no event -------- shall Holdings or the Borrower or any of their Subsidiaries be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11.

Additional Security; Further Assurances. (a) The No later than 30 days following the Guaranty Commencement Date, the Borrower will, and will cause each of its Domestic Subsidiaries to, grant shall deliver to the Collateral Agent security interests a duly authorized and executed counterpart or counterparts of: (i) a guaranty agreement in such assets form and properties of substance reasonably satisfactory to the Borrower and its Subsidiaries Agent (as are not covered by the original Security Documentsmodified, and as may be requested supplemented or amended from time to time in accordance with the terms thereof and hereof, the "Subsidiary Guaranty") executed by each Domestic Subsidiary (except as otherwise agreed by the Administrative Agent) guaranteeing the Obligations; (ii) a pledge agreement executed by each Subsidiary Guarantor in form substantially the same as the Borrower Pledge Agreement and otherwise reasonably satisfactory to the Agent or (the Required Banks "Additional Pledge Agreement"), accompanied by the delivery thereunder of the certificates representing the Pledged Securities referred to therein and executed and undated stock powers; (collectively, iii) a security agreement executed by each Subsidiary Guarantor in a form substantially the same as the Security Agreement and otherwise reasonably satisfactory to the Agent (the "Additional Security DocumentsAgreement"). All ) covering all of such security interests Subsidiary Guarantor's present and future Security Agreement Collateral, together with the filings and reports referred to in Section 5.12(b) (i) through (iv) of the Original Credit Agreement relating thereto; and (iv) deeds of trust, mortgages shall be granted pursuant to documentation reasonably satisfactory and similar documents in form and substance reasonably satisfactory to the Administrative Agent and (the "Additional Mortgages") covering all of the Real Property owned by each of the Subsidiary Guarantors (except as otherwise agreed by the Agent) (x) which Additional Mortgages shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The as permitted by Section 8.03 and (y) which Additional Security Documents Mortgages (or instruments related thereto thereto) shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents thereunder and all taxes, fees and other charges payable in connection therewith shall have been paid in full, with each such Additional Mortgage to be accompanied by mortgage policies relating thereto reasonably satisfactory to the Agent, it being understood that nothing in this Section 7.10 shall prevent any Domestic Subsidiary from merging with the Borrower to the extent permitted by Section 8.02. (b) The Borrower will, and and, after the Guaranty Commencement Date, will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver grant to the Collateral Agent security interests and mortgages (each a "New Mortgage") in such owned Real Property of the Borrower and the Subsidiary Guarantors acquired (including as a result of the merger of one or more Subsidiaries with the Borrower) after the Restatement Effective Date (or in the case of such Subsidiary Guarantors, the date it became a Subsidiary Guarantor) as may be requested from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports by the Agent. Such New Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and other assurances or instruments and take such further steps relating substance to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower and shall cause constitute valid and enforceable Liens superior to be delivered and prior to the Collateral Agent such opinions rights of counsel all third Persons and subject to no other related documents Liens except as may be reasonably requested are permitted by the Administrative Agent to assure themselves that this Section 7.11 has been complied with8. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower willCompany shall, and will shall cause each of its Domestic Subsidiaries that is an HIE Party to, grant to the Inventory Collateral Agent security interests for the benefit of Barclays Security Interests in such assets and properties Real Property of the Borrower Company and its such Subsidiaries as are not covered by the original Inventory Security Documents, Documents and as may be reasonably requested from time to time by the Administrative Inventory Collateral Agent or Barclays (or otherwise required at such time pursuant to the Required Banks Intercreditor Agreement) (collectively, the "Additional Security Documents"). All such security interests and mortgages Security Interests shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Inventory Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages Security Interests superior to and prior to the rights of all third Persons persons and enforceable against third parties and subject to no other Liens Security Interests except for Permitted LiensSecurity. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens Security Interests in favor of the Inventory Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxesTaxes, fees and other charges payable in connection therewith shall have been paid in full. The Company and each Subsidiary that is an HIE Party that acquires fee owned Real Property will promptly deliver to the Inventory Collateral Agent all such mortgages, documents, title policies, surveys, instruments, agreements, opinions and certificates similar to those described in Schedule 2 with respect to each such Real Property that the Inventory Collateral Agent shall reasonably request to create in favor of the Inventory Collateral Agent, for the benefit of Barclays, a valid and, subject to any filing and/or recording referred to herein, perfected first priority Security Interest in such Real Property. Notwithstanding the foregoing, this Section 6.24 shall not apply to (and the Company and its Subsidiaries shall not be required to grant a Security Interest in) any Real Property that is part of the Retail Business. (b) The Borrower will, and will cause each of its Subsidiaries HIE Parties shall use reasonable efforts to, at the expense of the BorrowerHIE Parties, make, execute, endorse, acknowledge, file and/or deliver to the Inventory Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, Real Property surveys, reports flood determinations, reports, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the collateral Inventory Collateral covered by any of the Inventory Security Documents as the Inventory Collateral Agent may reasonably require. Furthermore, the Borrower Company shall, and shall cause to be delivered its Subsidiaries who are HIE Parties to, deliver to the Inventory Collateral Agent such opinions of counsel counsel, title insurance, flood insurance (if applicable) and other related documents as may be reasonably requested by the Administrative Inventory Collateral Agent to assure themselves itself that this Section 7.11 6.24 has been complied with. (c) The Borrower If Barclays reasonably determines that it is required by law or regulation to have appraisals prepared in respect of any Real Property of the Company or any of its Subsidiaries constituting Inventory Collateral, each such party will, at its own expense, provide to Barclays appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. (d) each HIE Party agrees that each action required above by clauses (a) through (c) of this Section 7.11 6.24 shall be completed as soon as possible, but in no event later than 90 75 days after such action is either requested to be taken by the Administrative Inventory Collateral Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11Barclays; provided that that, in no event shall will the Borrower Company or any of its Subsidiaries be required to take any action, other than using its reasonable best efforts, to obtain consents from third parties with respect to its compliance with this Section 7.116.24.

Additional Security; Further Assurances. (a) The Borrower --------------------------------------- will, and will cause each of its Domestic Subsidiaries (and to the extent Section 8.12 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and mortgages in such assets and properties real property of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably rea sonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignmentsassign ments, conveyances, financing statements, transfer endorsements, powers of attorney, certificatescerti ficates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire (including, without limitation, reregistering the certificate of title of any mobile Healthcare Unit in any state in which such Healthcare Unit primarily operates, to the extent the Collateral Agent determines, in its reasonable discretion, that such action is required to ensure the perfection of its security interest in such Collateral). Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 8.11 has been complied with. (c) The Borrower Each of the Credit Parties agrees that each action required above by this Section 7.11 8.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11.

Additional Security; Further Assurances. (a) Holdings and the Borrower will, and will cause each of their respective Domestic Subsidiaries to, grant to the Collateral Agent security interests in Reinvestment Assets at the time of the acquisition thereof as described in this clause (a). To the extent Reinvestment Assets are acquired by the Borrower and/or its Domestic Subsidiaries, the Borrower or such Domestic Subsidiary shall xxxxx x Xxxx on and a security interest in such Reinvestment Assets on the same terms as set forth in the Security Documents and as otherwise set forth in this Section 8.11. To the extent Reinvestment Assets are acquired by a merger or the acquisition of capital stock, the Borrower shall cause the Person acquiring such Reinvestment Assets to become a Subsidiary of the Borrower and/or its Subsidiaries, and shall pledge or cause to be pledged (x) all capital stock owned by such acquiring Person of any such Person so acquired which is a Domestic Subsidiary, and (y) with respect to any such Person so acquired which is not a Domestic Subsidiary, the lesser of (x) all of the capital stock owned by such acquiring Person of any such Person so acquired or (y) 65% of the capital stock of such Person so acquired, in each case pursuant to the Pledge Agreement or another agreement similar thereto. The Borrower shall cause any such Domestic Subsidiary so acquired to enter into a guaranty substantially similar to the Subsidiary Guaranty and additional security documents substantially similar to the Security Documents (to the extent applicable), all as otherwise as set forth in this Section 8.11. (b) Holdings will, and will cause each of its Domestic Subsidiaries to, grant to the Collateral Agent security interests and mortgages (an "Additional Mortgage") in such assets and properties Real Property of the Borrower and Holdings or any of its Domestic Subsidiaries as are not covered by the original Security DocumentsMortgages to the extent acquired after the Effective Date, and as may reasonably be requested from time to time by the Administrative Agent or the Required Banks (collectivelyeach such Real Property, the an "Additional Security DocumentsMortgaged Property"). All such security interests and mortgages Additional Mortgages shall be granted pursuant to documentation substantially in the form of the Mortgages delivered to the Administrative Agent on the Effective Date or in such other form as is reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensas are permitted by Section 9.01 at the time of perfection thereof. The Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (bc) The Borrower Holdings will, and will cause each of its Domestic Subsidiaries to, grant to the Collateral Agent security interests in assets acquired pursuant to Sections 9.02 (xiii) and (xiv) at the time of the acquisition thereof as described in this clause (c). In connection with the acquisition of the capital stock of a Person that becomes a Domestic Subsidiary of the Borrower, the Borrower shall pledge or cause to be pledged all capital stock of any such Person so acquired which is owned by the Borrower or any Subsidiary Guarantor pursuant to the Pledge Agreement and cause such Person to enter into a guaranty substantially similar to the Subsidiary Guaranty and additional security documents substantially similar to the Security Documents (to the extent applicable), all as otherwise set forth in this Section 8.11. (d) Holdings will, and will cause each of its Domestic Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire pursuant to this Section 8.11. Furthermore, Holdings and the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.Section

Additional Security; Further Assurances. (a) In the event that at any time after the Closing Date the Borrower or any of its Subsidiaries owns or holds an interest in any Real Property, assets, stock, securities or any other property or interest, located within or outside of the United States or arising out of business conducted from any location within or outside the United States, which is not at the time included in the Collateral and is not subject to a Permitted Lien securing Indebtedness (all of the foregoing, "UNCOLLATERALIZED PROPERTY"), the Borrower will notify the Administrative Agent in writing of such event, identifying the Uncollateralized Property in question and referring specifically to the rights of the Administrative Agent and the Lenders under this section 8.12; PROVIDED that notwithstanding the foregoing, the Borrower need not notify the Administrative Agent under this section 8.12(a) of (x) any leasehold interest which is acquired or held by the Borrower or any Subsidiary unless the same involves a nominal or bargain purchase price option, or (y) any Uncollateralized Property which at the time is not required to be included in the Collateral pursuant to section 8.11(b) or the proviso at the end of section 8.12(b). (b) The Borrower will, and or will cause each of its Domestic Subsidiaries an applicable Subsidiary to, grant to within 30 days following request by the Collateral Agent security interests in (who may make such assets and properties request on its own initiative or upon instructions from the Required Lenders), grant the Collateral Agent for the benefit of the Borrower and its Subsidiaries Secured Creditors (as are not covered by defined in the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents"). All such ) security interests and mortgages or deeds of trust, pursuant to the Pledge Agreement or other new documentation (each an "ADDITIONAL SECURITY DOCUMENT") or joinder in any existing Security Document to which it is not already a party, in all of the Uncollateralized Property as to which the Administrative Agent has notified the Borrower that the same is required to be included in the Collateral, SUBJECT to obtaining any required consents from third parties (including third party lessors and co-venturers) necessary to be obtained for the granting of a Lien on any particular Uncollateralized Property (with the Borrower hereby agreeing to use, and to cause its Subsidiaries to use, reasonable best efforts to obtain such consents), and ALSO SUBJECT to the provisions of section 8.11(b); PROVIDED that the Borrower shall not be required to cause to be delivered any mortgage or deed of trust on any Leasehold or other Real Property, or any chattel mortgage or security agreement covering an aircraft, unless an Event of Default shall have occurred and be continuing. The Borrower will, or will cause an applicable Subsidiary to, upon the request of the Collateral Agent, delivered after the occurrence and during the continuance of an Event of Default, promptly deliver mortgages, deeds of trust, chattel mortgages and other security agreements covering any Uncollateralized Property as the Collateral Agent may request. (c) Each Additional Security Document (i) shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent Agent, which documentation shall in the case of Real Property owned in fee be accompanied by such Phase I environmental reports or assessments, a mortgage policy of title insurance (subject to a standard survey exception), and other supporting documentation requested by and reasonably satisfactory in form and substance to the Administrative Agent; and (ii) shall constitute a valid and enforceable perfected security Lien upon the interests and mortgages or properties so included in the Collateral, superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensthose permitted by section 9.3 or otherwise agreed by the Administrative Agent at the time of perfection thereof and (in the case of Real Property or interests therein) such other encumbrances as may be set forth in the mortgage policy, if any, relating to such Additional Security Document which shall be delivered to the Collateral Agent together with such Additional Security Document and which shall be satisfactory in form and substance to the Collateral Agent and the Administrative Agent. The Borrower, at its sole cost and expense, will cause each Additional Security Documents Document or instruments related thereto shall have been 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 created thereby required to be granted pursuant to the Additional Security Documents Document, and will pay or cause to be paid in full all taxes, fees and other charges payable in connection therewith therewith. Furthermore, the Borrower shall have been paid cause to be delivered to the Collateral Agent such opinions of local counsel, appraisals, title insurance, environmental assessments, consents of landlords, lien waivers from landlords or mortgagees and other related documents as may be reasonably requested by the Collateral Agent in fullconnection with the execution, delivery and recording of any Additional Security Document, all of which documents shall be in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent, except that no leasehold mortgage or deed of trust, title insurance or surveys shall be required for any leasehold properties (unless the lessee has a nominal or bargain purchase option). (bd) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. FurthermoreIf at any time the Collateral Agent determines, based on applicable law, that all applicable taxes (including, without limitation, mortgage recording taxes or similar charges) were not paid in connection with the recordation of any mortgage or deed of trust, the Borrower shall promptly pay the same upon demand. (e) The Borrower will if requested by any Lender at any time, in order to meet any legal requirement applicable to such Lender, provide to the Collateral Agent and the Lenders, at the sole cost and expense of the Borrower, appraisals and other supporting documentation relating to any mortgage or deed of trust delivered as an Additional Security Document hereunder, as specified by any Lender, meeting the appraisal and other documentation requirements of the Real Estate Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, or any other legal requirements applicable to any Lender, which in the case of any such appraisal shall be prepared by one or more valuation firms of national standing, acceptable to the Required Lenders, utilizing appraisal standards satisfying such Amendments, Act or other legal requirements. (f) For the avoidance of doubt, the Borrower shall have no obligation to cause to be delivered any survey of any Real Property which is covered by any mortgage, deed of trust or similar instrument constituting an Additional Security Document so as to permit a title Borrower to eliminate by endorsement the "survey exception" to the Collateral Agent title policy for such opinions Real Property. (g) Notwithstanding the foregoing provisions of counsel and other related documents as may be reasonably requested by this section 8.12, in the event the Administrative Agent to assure themselves notifies the Borrower that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Lenders have determined on the basis of an environmental report or required to be taken assessment delivered by the Borrower and its Subsidiaries pursuant to the terms provisions of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.section 8.12

Additional Security; Further Assurances. (a) The Borrower --------------------------------------- will, and will cause each of its Domestic Wholly-Owned Subsidiaries to, grant to the Collateral Agent security interests in such assets and properties of the Borrower and its Subsidiaries as which are not covered by of the original Security Documentstype required to be pledged, and as may be assigned or hypothecated pursuant to the Pledge Agreement to the extent requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages hypothecations superior to and prior to the rights of all third Persons and enforceable as against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 8.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 8.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent, the Collateral Agent or the Required Banks or required to be taken by the Borrower Borrowers and its their respective Subsidiaries pursuant to the terms of this Section 7.118.11; provided that in no event shall will the Borrower or any of its -------- Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries to, Each Credit Party shall grant to the Collateral Agent security interests in such assets and properties Agent, for the benefit of the Borrower Secured Creditors, at the request of the Agents or the Required Banks, at any time, a security interest in any Real Property or vehicles owned by any such Credit Party and its Subsidiaries as are any other assets of such Credit Party and not covered already subject to a Security Document and shall take all actions requested by the original Security Documents, and as may be requested from time to time by the Administrative Agent Agents or the Required Banks (collectivelyincluding, without limitation, the "Additional Security Documents"). All obtaining of mortgage policies, title surveys and real estate appraisals satisfying the requirements of all applicable laws) in connection with the granting of such security interest. (b) The security interests and mortgages required to be granted pursuant to clause (a) above shall be granted pursuant to documentation reasonably mortgages, deeds of trust and security agreements, in each case satisfactory in form and substance to the Administrative Agent Agents and the Required Banks, which mortgages and security agreements shall constitute create valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Lienssuch Liens as are permitted by Section 8.01. The Additional Security Documents or mortgages and other instruments related thereto and security agreements shall have been be duly recorded or filed in such manner and in such places and at such times 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 Secured Creditors, required to be granted pursuant to the Additional Security Documents such documents and all taxes, fees and other charges payable in connection therewith shall have been be paid in full. (b) The Borrower will, and will cause each of its Subsidiaries to, at full by the expense Borrower. At the time of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports execution and other assurances or instruments and take such further steps relating to the collateral covered by any delivery of the Security Documents as the Collateral Agent may reasonably require. Furthermoreadditional documents, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, mortgage policies, title surveys, real estate appraisals, certificates of title and other related documents as may be reasonably requested by the Administrative Agent Agents or the Required Banks to assure themselves that this Section 7.11 7.17 has been complied with. (c) The Borrower Each Credit Party agrees that each action required above by this Section 7.11 7.17(a), or (b) shall be completed as soon as possible, but in no event later than 90 within sixty (60) days after of the date such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11taken.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Agent security interests and mortgages in such assets and properties (including Real Property) of the Borrower and its Subsidiaries such Subsidiary Guarantors which are of the type required to be pledged or assigned pursuant to the original Security Documents and as are not covered by the such original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks Lenders, except, in the case of Leaseholds, to the extent such security interest or mortgage is not permitted pursuant to the terms of such Leasehold (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 (other than Liens on motor vehicles) 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 have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 8.12 has been complied with. (c) Upon the reasonable request of the Required Lenders, the Borrower agrees to provide to the Administrative Agent an opinion of counsel reasonably satisfactory to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent with respect to American Factoring, Inc., which opinion shall contain the opinions and set forth the conclusions (or such analogous opinions and conclusions as may be appropriate under Nevada law) set forth in the opinion of Samuxx Xxxxx, Xxneral Counsel for The Limited, delivered on the Initial Borrowing Date, to the extent such opinions delivered to the Administrative Agent on the Initial Borrowing Date do not include American Factoring, Inc. (d) The Borrower agrees that each action required above by this Section 7.11 8.12 shall be completed as soon as possible, but in no event later than 90 within 60 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Lenders or required to be taken by the Borrower and its Subsidiaries the Subsidiary Guarantors pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.12.

Additional Security; Further Assurances. (a) The At the time the --------------------------------------- Borrower willor any Subsidiary Guarantor shall acquire after the Effective Date an ownership interest in any Material Real Property (or at the time of the acquisition or creation, and will cause each after the Effective Date, of its Domestic Subsidiaries toany Subsidiary Guarantor having an ownership interest in any Material Real Property), grant the Borrower shall give prompt notice thereof to the Collateral Agent security interests in such assets and properties the Banks. Upon the request of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectivelyBanks, the Borrower shall, or shall cause such Subsidiary Guarantor to, execute a mortgage, deed to secure debt or similar document with respect to such Material Real Property (all such mortgages, deeds and similar documents, "Additional Security DocumentsMortgages"). All such security interests and mortgages shall be granted pursuant to documentation ) reasonably satisfactory in form and substance to the Administrative Agent and such Additional Mortgages shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries Subsidiary Guarantor to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignmentsassign ments, conveyances, financing statements, transfer endorsements, powers of attorney, certificatescerti ficates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, real estate appraisals satisfying the requirements of applicable law, mortgage policies, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.Section

Additional Security; Further Assurances. (a) The Borrower Holdings will, --------------------------------------- and will cause each of its Domestic Subsidiaries (and subject to Section 7.14, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and mortgages in such assets and properties of the Borrower Holdings and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower Holdings shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The If the Agent or the Required Banks determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of Holdings and its Subsidiaries constituting Collateral, the Borrower agrees shall provide to the Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall be in form and substance reasonably satisfactory to the Agent. (d) Holdings and the Borrower agree that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower Holdings and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no -------- event shall Holdings or the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Holdings and the Borrower will, and will cause each of its Domestic their respective Subsidiaries to, grant to the Collateral Agent security interests in Reinvestment Assets at the time of the acquisition thereof as described in this clause (a). To the extent Reinvestment Assets are acquired by the Borrower and/or its Subsidiaries, the Borrower or such assets Subsidiary shall granx x Xxxx xx and properties a security interest in such Reinvestment Assets on the same terms as set forth in the Security Documents and as otherwise set forth in this Section 8.12. To the extent Reinvestment Assets are acquired by a merger or the acquisition of capital stock, the Borrower shall cause the Person acquiring such Reinvestment Assets to become a Subsidiary of the Borrower and/or its Subsidiaries, and shall pledge or cause to be pledged all capital stock of any such Person so acquired pursuant to the Borrower Pledge Agreement or the Subsidiary Pledge Agreement, as the case may be, and cause such Person to enter into an additional guaranty substantially similar to the Subsidiary Guaranty and additional security documents substantially similar to the Security Documents, all as otherwise set forth in this Section 8.12; provided, that, absent a change in the relevant sections of the Code or the rules, regulations, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower and its Subsidiaries shall be required to pledge only 65% of the voting capital stock of a foreign Subsidiary and no foreign Subsidiary shall be required to enter into such guaranty or Security Documents; provided further, the Borrower and its Subsidiaries shall not be required to grant a security interest in any Reinvestment Assets that are acquired subject to a Lien permitted by Section 9.01(vii), (viii) or (xx). (b) Holdings will, and will cause each of its Subsidiaries to, grant to the Collateral Agent security interests and mortgages (an "Additional Mortgage") in such Real Property of Holdings or any of its Subsidiaries as are not covered by the original Security DocumentsMortgages to the extent acquired after the Effective Date, and as may reasonably be requested from time to time by the Administrative Agent or the Required Banks (collectivelyeach such Real Property, the an "Additional Security DocumentsMortgaged Property"). All such security interests and mortgages Additional Mortgages shall be granted pursuant to documentation substantially in the form of the Mortgages or in such other form as is reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensas are permitted by Section 9.01 at the time of perfection thereof. The Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary stated above in this clause (b), Holdings and its Subsidiaries shall be required to only grant Additional Mortgages in fee owned Real Property with a fair market value at the time of acquisition thereof in excess of $250,000. (bc) The No later than 30 days following the H/T Borrowing Date, the Borrower shall, execute and deliver to the Collateral Agent an Additional Mortgage on the Real Property listed on Part B of Schedule II, and shall take all other actions and deliver such other documents (including opinions of counsel and title policies) with respect thereto as the Administrative Agent may reasonably request. (d) Holdings will, and will cause each of its Subsidiaries to, grant to the Collateral Agent security interests in assets acquired pursuant to Sections 9.02(ix), (xiv), (xvii), (xviii), (xix) or (xx) at the time of the acquisition thereof as described in this clause (d). To the extent assets are acquired by the Borrower or any of its Subsidiaries pursuant to such Sections, the Borrower or such Subsidiary shall granx x Xxxx xx and a security interest in such assets on the same terms as set forth in the Security Documents and as otherwise set forth in this Section 8.12. In connection with the acquisition of the capital stock of a Person pursuant to such Sections, the Borrower shall cause such Person to become a direct or indirect Subsidiary of the Borrower, and shall pledge or cause to be pledged all capital stock of any such Person so acquired pursuant to the Borrower Pledge Agreement or the Subsidiary Pledge Agreement, as applicable, and cause such Person to enter into an additional guaranty substantially similar to the Subsidiary Guaranty and additional security documents substantially similar to the Security Documents, all as otherwise set forth in this Section 8.12; provided, that, absent a change in the relevant sections of the Code or the rules, regulations, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower and its Subsidiaries shall be required to only pledge 65% of the voting capital stock of a foreign Subsidiary and no foreign Subsidiary shall be required to enter into such guaranty or Security Documents; provided further, that the Borrower and its Subsidiaries shall not be required to grant a security interest in such assets that are acquired subject to a Lien permitted by Section 9.01(vii), (viii) or (xix). Notwithstanding anything to the contrary contained above, Holdings and its Subsidiaries shall be required to only grant Additional Mortgages in fee owned Real Property with a fair market value at the time of acquisition in excess of $250,000. (e) Holdings will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries require pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.Section

Additional Security; Further Assurances. (a) Within 30 days following the Restatement Effective Date, the Borrower will pledge to the Collateral Agent, or cause to be pledged, pursuant to the Pledge Agreement (or a comparable pledge agreement in form and substance satisfactory to the Administrative Agent), 66-2/3% of the equity interest of GEO Holdings (Europe) owned by the Borrower or any domestic Subsidiary of the Borrower, along with evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent, desirable, to perfect the security interest purported to be created by such pledge agreement have been taken. (b) The Borrower will, and will cause each of its Domestic Subsidiaries to, grant to the Collateral Agent security interests and mortgages (each an "Additional Mortgage") in such assets and properties -44- 51 owned Real Property of the Borrower and its Subsidiaries as are not covered by acquired after the original Security Documents, and Restatement Effective Date as may be requested from time to time by the Administrative Agent or the Required Banks (collectivelyeach such Real Property, the an "Additional Security DocumentsMortgaged Property"). All such security interests and mortgages Such Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensas are permitted by Section 8.03. The Additional Security Documents Mortgages or instruments related thereto shall have been 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 Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in fullfull by the Borrower. (bc) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (cd) The Borrower agrees that each action required by clauses (b) and (c) above by in this Section 7.11 shall be completed as soon as possible, but in no event later than 90 60 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided Banks, PROVIDED that in no event shall the Borrower be required to take any action, other than using its reasonable effortscommercial efforts without any material expenditure, to obtain consents from third parties with respect to its compliance with this Section 7.11such clauses (b) and (c). (e) In the event that the Administrative Agent or the Required Banks at any time after the Restatement Effective Date determine in its or their good faith discretion that real estate appraisals satisfying the requirements of FIRREA (any such appraisal a "Required Appraisal") are or were required to be obtained, or should be obtained, in each case, in accordance with FIRREA, in connection with the Mortgaged Properties, then, within 120 days after receiving written notice thereof from the Administrative Agent or the Required Banks, as the case may be, such Required Appraisal shall be delivered, at the expense of the Borrower, to the Administrative Agent which Required Appraisal, and the respective appraiser, shall be satisfactory to the Administrative Agent.

Additional Security; Further Assurances. (a) The In the event that at any time after the Closing Date, (i) any Borrower or any of its Subsidiaries acquires, or a person that has become a Subsidiary owns or holds, an interest in assets, stock, securities or any other property or interest, located in the United States or arising out of business conducted in or from the United States, that is not at the time included in the Collateral and is not subject to a Permitted Lien securing Indebtedness, such Borrower will notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, or (ii) an Event of Default shall have occurred and be continuing and any Borrower or any Subsidiary at any time owns or holds an interest in any assets, stock, securities or any other property or interest, located within or outside of the United States or arising out of business conducted from any location within or outside the United States, that is not at the time included in the Collateral and is not subject to a Permitted Lien securing Indebtedness, subject to Section hereof, Borrower will, and or will cause each of its Domestic Subsidiaries such Subsidiary to, within 30 days, grant to the Collateral Agent security interests in such assets and properties of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or for the Required Banks (collectively, benefit of the "Lenders security interests pursuant to an “Additional Security Documents"Document”) or joinder in any existing Security Document, in such assets, interests or properties of such Borrower or any Subsidiary, subject to obtaining any required consents from third parties (including third party lessors and co-venturers) necessary to be obtained for the granting of a Lien on the interests or assets involved (with the Borrowers hereby agreeing to use best efforts to obtain such consents). All such security interests and mortgages . (b) Each Additional Security Document (i) shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent Agent, and other supporting documentation requested by and reasonably satisfactory in form and substance to the Administrative Agent; and (ii) shall constitute a valid and enforceable perfected security Lien upon the interests and mortgages or properties so included in the Collateral, superior to and prior to the rights of all third Persons persons and subject to no other Liens except for Permitted LiensLiens or otherwise agreed by the Administrative Agent at the time of perfection thereof. The Borrowers, at their sole cost and expense, will cause each Additional Security Documents Document or instruments related thereto shall have been 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 created thereby required to be granted pursuant to the Additional Security Documents Document, and will pay or cause to be paid in full all taxes, fees and other charges payable in connection therewith therewith. Furthermore, the Borrowers shall have been paid cause to be delivered to the Administrative Agent such opinions of local counsel, appraisals, title insurance, surveys, environmental assessments, consents of landlords, lien waivers from landlords or mortgagees and other related documents as may be reasonably requested by the Administrative Agent or any other Agent in fullconnection with the execution, delivery and recording of any Additional Security Document, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. (bc) The Borrower Borrowers will, and will cause each of its their Subsidiaries to, at the expense of the BorrowerBorrowers, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Administrative Agent or any other Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions . (d) The Borrowers will promptly upon request of counsel and other related documents as may be reasonably requested by the Administrative Agent use their best efforts to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possibleobtain, but and maintain in no event later than 90 days after such action is either requested effect, waivers from landlords and mortgagees having any interest in any Real Property on which any items of Collateral are located, in form and substance reasonably acceptable to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Agent.

Additional Security; Further Assurances. (a) The Borrower Holdings will, and will cause each of its Domestic Subsidiaries (and subject to Section 7.13, Foreign Subsidiary) to, grant to the Collateral Agent security interests and mortgages in such assets and properties of the Borrower Holdings and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks Documents (collectively, the "Additional Security Documents"), other than real property with a fair market value of less than $500,000 and vehicles. The Borrower shall give the Agent prompt written notice after any Credit Party becomes aware of the acquisition or creation of any such material assets and properties. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 have been paid in full. (b) The Borrower Holdings will, and will cause each of its Subsidiaries to, at the expense of the BorrowerHoldings and its Subsidiaries, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower Holdings shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The If the Collateral Agent or the Required Banks determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of Holdings and its Subsidiaries constituting Collateral, the Borrower agrees shall provide to the Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall be in form and substance reasonably satisfactory to the Agent. (d) Holdings and its Subsidiaries agree that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 60 days (or such longer period agreed upon by the Borrower and the Agent) after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower Holdings and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower To the extent the same shall hereafter be delivered pursuant to the First Lien Documents, within a reasonable time after acquisition of such assets and properties, the Parent Guarantors and the Issuers will, and will cause each of its Domestic their respective Subsidiaries and all other Credit Parties to, grant to the Collateral Agent Agent, for the benefit of the Holders, security interests and mortgages in such assets and properties of the Borrower Subsidiaries and its Subsidiaries other Credit Parties as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks Documents (collectively, the "“Additional Security Documents"”); provided that, so long as there exists no Default, (i) motor vehicles other than Material Motor Vehicles shall not be required to be pledged as Collateral, and (ii) the Issuers shall not be required to provide Additional Security Documents with respect to Non-Significant Real Property. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons (except the First Lien Lenders) and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 or the Trustee required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been be paid in full. (b) The Borrower To the extent the same shall hereafter be delivered pursuant to the First Lien Documents, the Parent Guarantors and the Issuers will, and will cause each of its their respective Subsidiaries and all other Credit Parties to, at the expense of the BorrowerIssuers, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent or the Trustee from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requireor any Additional Security Documents. Furthermore, the Borrower Issuers shall promptly cause to be delivered to the Collateral Agent and the Trustee, such opinions of counsel counsel, title insurance and other related documents as may be reasonably necessary to evidence to the Collateral Agent and the Trustee that this Section 12.12 has been complied with. Notwithstanding anything herein or in any Indenture Document to the contrary, such information required to be delivered above shall include (without limitation) the following: (1) engineering, soils, environmental and other reports as to all Real Properties from professional firms, which reports shall identify existing and potential environmental concerns and shall quantify related costs and liabilities, associated with any facilities of any Credit Party or any of its respective Subsidiaries; provided that, so long as there exists no Default, (i) such reports need be delivered only one (1) time per year for each piece of Real Property and (ii) such reports may be limited to assets and properties that are Collateral or required to be Collateral. (2) estoppel and consent agreements executed by each of the lessors of any Leasehold Real Properties of any of the Credit Parties, along with (i) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the owner of the affected Real Property, as lessor, or (ii) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable to give constructive notice to third-party purchasers of such leasehold interest, or (iii) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation; provided that in no event shall any Credit Party be required to take any action, other than using its reasonable commercial efforts (which efforts shall not require that any monetary payment be made to a third party), to obtain such consents, estoppels, memorandums, assignments, etc. from independent unaffiliated third parties with respect to its compliance with this Section 12.12; and provided further that, so long as there exists no Default, the Issuers shall not be required to provide such estoppels, consents, memorandum of lease or assignments, etc., for any Real Property that is not Collateral or required to be Collateral. (c) To the extent the same shall hereafter be delivered pursuant to the First Lien Documents, the Parent Guarantors and the Issuers will, and will cause each of their respective Subsidiaries and all other Credit Parties to, at the expense of the Issuers, simultaneously with the delivery of the same pursuant to the First Lien Documents, an appraisal of any one or more of the Real Properties of any Credit Party requested by the Administrative Agent under the First Lien Documents which satisfies the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989; provided that, so long as there exists no Default, such appraisals shall not be required for any Real Property that is not Collateral or required to assure themselves that this Section 7.11 has been complied withbe Collateral. (cd) The Borrower agrees If at any time any Parent Guarantor or the Issuers or any other Credit Party creates or acquires any additional Subsidiary, such Parent Guarantor and/or the Issuers, as applicable, will promptly notify the Collateral Agent thereof and, to the extent the same shall hereafter be delivered pursuant to the First Lien Documents, cause such Subsidiary, within thirty (30) days thereafter, to execute and deliver appropriate supplements to each Guarantee and appropriate supplements and/or joinders to the Security Agreement (provided that nothing in this Section 12.12 shall be deemed to permit the formation, creation or acquisition of any additional Subsidiary). (e) To the extent the same shall hereafter be delivered pursuant to the First Lien Documents, the Parent Guarantors and the Issuers agree that each action required above by this Section 7.11 12.12 shall be completed as soon as possible, but in no event later than 90 ninety (90) days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries applicable Nexstar Entity or Mission Entity pursuant to the terms of this Section 7.1112.12. (f) Subject to the terms and provisions of the Intercreditor Agreement, the Parent Guarantors and the Issuers agree that, upon the occurrence and during the continuance of a Default, the Issuers shall promptly to the extent the same shall hereafter be delivered pursuant to the First Lien Documents, at the Issuers’ expense: (1) furnish to the Trustee and the Collateral Agent a description of the real and personal properties of the Credit Parties and their respective Subsidiaries; (2) duly execute and deliver, and cause each Credit Party (if it has not already done so) to duly execute and deliver, to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, security agreement supplements, intellectual property security agreement supplements and other security and pledge agreements, as (including delivery of all Pledged Collateral in and of such Credit Party), and other instruments securing payment of all the Obligations of the Credit Parties under the Indenture Documents and constituting Liens on all such properties; provided that in no event shall the Borrower any Credit Party be required to take any action, other than using its commercially reasonable effortsefforts (which efforts shall not require that any monetary payment be made to a third party), to obtain consents consents, estoppels, memorandums, assignments, etc., from independent unaffiliated third parties with respect to its compliance with this Section 7.1112.12; (3) take, and cause each Credit Party to take, whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable to vest in the Collateral Agent or the Trustee (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, security agreement supplements, intellectual property security agreement supplements and security and pledge agreements delivered pursuant to this Section 12.12 or otherwise, enforceable against all third parties in accordance with their terms; provided that in no event shall any Credit Party be required to take any action, other than using its commercially reasonable efforts (which efforts shall not require that any monetary payment be made to a third party), to obtain consents, estoppels, memorandums, assignments, etc., from independent unaffiliated third parties with respect to its compliance with this Section; (4) deliver to the Trustee and the Collateral Agent, a signed copy of an opinion, addressed to the Trustee, the Collateral Agent and the Holders, of counsel for each of the Credit Parties as to the matters contained in clauses (2) and (3) above; and (5) deliver to the Collateral Agent with respect to each parcel of Real Property owned by the Issuers or any other Credit Party, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such Real Property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent. (g) The Parent Guarantors and the Issuers will, and will cause each of their respective Subsidiaries and all other Credit Parties to, at the expense of the Issuers, promptly execute and deliver any and all further instruments and documents and take all such other action as may be reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, security agreement supplements, intellectual property security agreement supplements and other security and pledge agreements. (h) Notwithstanding anything to the contrary contained in this Section 12.12, the terms and provisions of this Section 12.12, and all deliverables required pursuant to this Section 12.12, and all security interests and mortgages granted pursuant to this Section 12.12 shall be subject to the terms and provisions of the Intercreditor Agreement.

Additional Security; Further Assurances. (a) The Borrower --------------------------------------- will, and will cause each of its Domestic Subsidiaries Subsidiaries, if any, to, grant to the Collateral Agent security interests and mortgages (each, an "Additional Mortgage") in such assets and properties owned Real Property of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents")Agent. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensas are permitted by Section 8.03. The Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries Domestic Subsidiaries, if any, to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 60 days after such action is either requested to be taken by the Administrative Collateral Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; Lenders, provided that in no event shall the Borrower be required -------- to take any action, other than using its reasonable effortscommercial efforts without any material expenditure, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The No later than 60 days following the Closing Date, the Borrower will, and will cause each of its Domestic Subsidiaries to, grant shall deliver to the Collateral Agent security interests in such assets a duly authorized and properties executed counterpart or counterparts of the Borrower deeds of trust, mortgages and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory similar documents in form and substance reasonably satisfactory to the Administrative Agent and (the "Additional Mortgages") covering all of the Real Property owned by the Borrower not subject to Mortgages on the Closing Date (x) which Additional Mortgages shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto thereto) shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents thereunder and all taxes, fees and other charges payable in connection therewith shall have been paid in full, with each such Additional Mortgage to be accompanied by mortgage policies relating thereto reasonably satisfactory to the Agent. (b) The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver grant to the Collateral Agent security interests and mortgages (each a "New Mortgage") in such owned Real Property (x) of the Borrower acquired (including as a result of the merger of one or more Subsidiaries with the Borrower) after the Closing Date or (y) of a Subsidiary Guarantor owned on the date it first becomes a Subsidiary Guarantor or thereafter acquired, in each case as may be requested from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports by the Agent. Such New Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and other assurances or instruments and take such further steps relating substance to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower and shall cause constitute valid and enforceable Liens superior to be delivered and prior to the Collateral Agent such opinions rights of counsel all third Persons and subject to no other related documents Liens except as may be reasonably requested are permitted by the Administrative Agent to assure themselves that this Section 7.11 has been complied with8. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Wxxxxxx agrees to cause each Domestic Subsidiary (other than GuardWell) to become a party to the Domestic Subsidiary Guaranty and the Domestic Security Agreement in accordance with the terms thereof; (b) Each Credit Party shall defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein. Each Credit Party shall, upon the reasonable request of the Agent, comply with the requirements of all state and federal laws in order to grant to the Agent, the Lenders and the Issuing Banks valid and perfected first priority security interests subject to Permitted Senior Liens and the Carve-Out Reserve, with perfection, in the case of any investment property, being effected by giving the Agent control of such investment property and by the filing of a UCC financing statement with respect to such investment property. Each Borrower willshall, and will shall cause each of its Domestic Subsidiaries to, grant do whatever the Agent may reasonably request, from time to time, to effect the purposes of this Credit Agreement and the other Credit Documents, including filing notices of liens, UCC financing statements, fixture filings and amendments, renewals and continuations thereof; entering into Control Agreements with respect to any deposit account, investment account, securities account, commodity account or any other similar account permitted to be maintained by any Borrower or any Domestic Subsidiary of any Borrower hereunder; cooperating with the Agent’s representatives; keeping stock records; to the Collateral extent commercially reasonable, obtaining waivers from landlords and mortgagees and from warehousemen and their landlords and mortgagees; and, paying claims which might, if unpaid, become a Lien on the Collateral. Furthermore, Borrowers will use their reasonable best efforts to cause to be delivered to Agent security interests in such assets Mortgage Policies with respect to the Mortgaged Properties and properties of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and other related documents as may be reasonably requested from time by Agent to time assure itself that this Section 7.16 has been complied with as permitted by the Administrative Agent or Final Financing Order. Notwithstanding the Required Banks foregoing, Wxxxxxx shall not be required to pledge a percentage of the Capital Securities of any Foreign Subsidiary to the extent it would cause an adverse tax consequence to Wxxxxxx (collectively, the "Additional Security Documents"). All such c) The security interests and mortgages required to be granted pursuant to this Section 7.16 shall be granted pursuant to such security documentation (which shall be substantially similar to the Security Documents already executed and delivered by Wxxxxxx) (the “Additional Security Documents”) reasonably satisfactory in form and substance to Agent and the Administrative Agent Majority Lenders and shall constitute valid and enforceable first priority perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens; provided, however, that additional filings may be required in the United States Copyright Office and/or United States Patent and Trademark Office to perfect the Collateral Agent’s Lien on any Intellectual Property acquired after the date hereof. The Additional Security Documents or and other instruments related thereto shall have been be duly recorded or filed in such manner and in such places and at such times 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 Lenders, required to be granted pursuant to the Additional Security Documents and Document and, all taxes, duties, levies, imposes, deductions, assessments, charges, withholdings, fees and other charges payable in connection therewith shall have been be paid in full. (b) The Borrower will, and will cause each of its Subsidiaries to, at full by Wxxxxxx. At the expense time of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports execution and other assurances or instruments and take such further steps relating to the collateral covered by any delivery of the Additional Security Documents as the Collateral Agent may reasonably require. FurthermoreDocuments, the Borrower Wxxxxxx shall cause to be delivered to the Collateral Agent such agreements, opinions of counsel and other related documents as may be reasonably requested by Agent or the Administrative Agent Majority Lenders to assure themselves that this Section 7.11 7.16 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower Parent will, and will cause each of its Domestic Subsidiaries and the French Borrower (and to the extent Section 8.12 is operative, each of its other Foreign Subsidiaries) to, grant to the Collateral Agent security interests and mortgages in such assets and properties real property (it being understood that Real Property having a fair market value of the Borrower less than $500,000 shall not be subject to this Section 8.11(a)) of Parent and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted (i) in the case of Real Property, pursuant to the documentation and applicable terms set forth in Section 5.13 and (ii) in the case of other assets, pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute Agent; in each case constituting valid and enforceable perfected security interests and and/or mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower Parent will, and will cause each of its Subsidiaries to, at the expense of the US Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower Parent shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 8.11 has been complied with. (c) The Borrower If the Agent or the Required Banks determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of Parent and its Subsidiaries constituting Collateral, Parent shall provide to the Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance reasonably satisfactory to the Agent. (d) Each of the Credit Parties agrees that each action required above by this Section 7.11 8.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower Parent and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11.

Additional Security; Further Assurances. (a) The Borrower will, and Holdings will cause each of its Domestic Subsidiaries to, the Borrower and the Guarantors to grant to the Collateral Agent security interests and mortgages in such assets and properties owned or leased Real Property with a fair market value of $5,000,000 or more acquired after the Initial Borrowing Date (including as a result of the Borrower and its Subsidiaries acquisition of any Subsidiary that becomes a Guarantor as are not covered by the original Security Documents, and provided in Section 8.07) as may be reasonably requested from time to time by the Administrative Agent or and/or the Required Banks Lenders (collectively, the "Additional Security DocumentsMortgages"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons (except to the extent subject to any Permitted Encumbrances) and subject to no other Liens except for Permitted Liens. The Additional Security Documents Mortgages or instruments related thereto shall have been 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 Mortgages and all taxes, fees and other charges payable in connection therewith shall have been be paid in full. Furthermore, Holdings shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance, surveys, flood certificates and other related documents as may be reasonably requested by the Administrative Agent to assure itself that this Section 7.10(a) has been complied with. (b) The Borrower Holdings will, and will cause each of its Subsidiaries the Borrower and the Subsidiary Guarantors to, at the expense of the Borrower, Borrower make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, assignments and conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or confirmatory instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. (c) Additionally, upon the reasonable request (in each case, taking into account the relative costs (to the Borrower) and benefits (to the Secured Creditors)) of the Collateral Agent or the Required Lenders, Holdings shall take, or cause to be taken, such action as may be reasonably requested (including, without limitation (i) subject to the above-mentioned cost-benefit analysis, the execution and delivery of pledge or security agreements governed by applicable local law and (ii) the filing of financing statements) in order to perfect (or maintain the perfection of) the security interests (or take any analogous actions under the applicable provisions of local law in order to protect such security interests) in (x) any Equity Interests in any Foreign Subsidiary or other foreign Person pledged pursuant to the Pledge Agreement owned by Holdings or a Domestic Subsidiary, in each case to the extent such actions are permitted to be taken under the laws of the applicable jurisdictions and (y) any Collateral the fair market value of which equals or exceeds $1,000,000 that is located outside the U.S. and is owned by a Qualified Credit Party, to the extent that such actions are permitted to be taken under the laws of the applicable jurisdictions. Furthermore, Holdings will, and will cause the Borrower shall cause to be delivered other Credit Parties that are Subsidiaries of Holdings to, deliver to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that itself with the Credit Parties' compliance with this Section 7.11 has been complied with7.10(c). (cd) The On or prior to 10 Business Days following the Initial Borrowing Date, the Borrower shall deliver to the Collateral Agent, to the extent the absence of same would result in any qualification to the related Mortgage Policy, surveys, in form and substance reasonably satisfactory to the Collateral Agent, of the Mortgaged Properties, dated (or updated) as of a recent date and certified in a manner reasonably acceptable to the Collateral Agent by a licensed surveyor reasonably satisfactory to the Collateral Agent. (e) Each Credit Party agrees that each action required above by this Section 7.11 Sections 7.10(a) and (b) shall be completed as soon as possible, but in no event later than 90 60 days after such action is either requested to be taken by the Administrative Agent, the Collateral Agent or the Required Banks or required to be taken by Lenders, as the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided case may be, PROVIDED that in no event shall the Borrower be required to take any action, other than using its reasonable effortscommercial efforts without any material expenditure, to obtain consents from third parties with respect to its compliance with this Section 7.117.10.

Additional Security; Further Assurances. (a) The Borrower Holdings will, and will cause each of its Wholly-Owned Domestic Subsidiaries (other than the Receivables Entity) to, grant to the Collateral Agent security interests and mortgages in such assets and properties real property of the Borrower Holdings and its such Wholly-Owned 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 Banks Lenders (collectively, the "“Additional Security Documents"”), it being understood that no more than 65% of the total combined voting power of all classes of capital stock of any Exempted Foreign Corporation (as defined in the Pledge Agreement) entitled to vote shall be required to be pledged pursuant to such Additional Security Documents. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 8.11(a) shall not apply to (and Holdings and its Subsidiaries shall not be required to grant a security interest or a mortgage in) (i) any Leasehold in respect of a service center or sales office, (ii) any other Leasehold that does not have economic value (i.e., below market rent for a significant remaining term) or strategic value to the business of the lessee (as reasonably determined by the Administrative Agent), (iii) any Real Property the fair market value of which (as determined in good faith by senior management of Holdings or the Borrower) is less than $2,500,000, (iv) personal property consisting of motor vehicles or other property subject to certificate of title laws and (v) any local operating, collection or payroll bank accounts exempted from the perfection requirements pursuant to the Security Agreement. (b) The Borrower Holdings will, and will cause each of its Subsidiaries Wholly-Owned Subsidiaries, other than the Receivables Entity to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 8.11 has been complied with. (c) The Borrower agrees to cause each Wholly-Owned Domestic Subsidiary of the Borrower (other than the Receivables Entity) established or created in accordance with Section 9.15 to execute and deliver a counterpart of the Subsidiaries Guaranty (and/or an assumption agreement in form and substance satisfactory to the Administrative Agent whereby such Wholly-Owned Domestic Subsidiary shall become a party to the Subsidiaries Guaranty) and thereby guaranty all Obligations and all obligations under Interest Rate Protection Agreements and Other Hedging Agreements to a Guaranteed Creditor. (d) The Borrower will cause each Wholly-Owned Domestic Subsidiary of the Borrower (other than the Receivables Entity) established or created in accordance with Section 9.15 to grant to the Collateral Agent a first priority (subject only to Permitted Liens) Lien on property (tangible and intangible) of such Subsidiary upon terms and with exceptions similar to those set forth in the Security Documents, as appropriate, and satisfactory in form and substance to the Administrative Agent and Required Lenders. In connection with the actions required to be taken pursuant to the immediately preceding sentence, the respective Wholly-Owned Domestic Subsidiary shall become a party to the various existing Security Documents by executing counterparts thereof and/or assumption agreements relating thereto (together with the delivery of updated schedules) in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent, or shall enter into and deliver such new Security Documents as may be requested by the Administrative Agent or the Required Lenders. The Borrower shall cause each such Wholly-Owned Domestic Subsidiary of the Borrower, at its own expense, to execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the foregoing Liens. The Borrower will cause each of such Wholly-Owned Domestic Subsidiaries to take all actions reasonably requested by the Administrative Agent (including, without limitation, the filing of UCC-1’s) in connection with the granting of such security interests. Notwithstanding the foregoing, no Subsidiary shall be required to take any of the actions described in clauses (i) through (v) of the last sentence of Section 8.11(a). (e) At any time after the Initial Borrowing Date at which the Borrower or any of its Subsidiaries receives or has performed on its behalf any survey of any Mortgaged Property (it being understood that the Borrower and its Subsidiaries shall be under no obligation to obtain any such survey), the Borrower shall promptly thereafter deliver a copy of such survey to the Administrative Agent. (f) Each of the Credit Parties agrees that each action required above by this Section 7.11 8.11 shall be completed as soon as possible, but in no event later than 90 60 days after such action is either requested to be taken by the Collateral Agent, the Administrative Agent or the Required Banks Lenders or required to be taken by the Borrower Holdings and its Subsidiaries pursuant to the terms of this Section 7.118.11; provided that (i) each newly acquired or created Wholly-Owned Domestic Subsidiary of the Borrower shall be required to take the actions specified above concurrently with the creation or acquisition thereof (directly or indirectly) by the Borrower and (ii) in no event shall the Borrower will any Credit Agreement Party or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11.

Additional Security; Further Assurances. (a) The Borrower Holdings will, --------------------------------------- and will cause each of its Domestic U.S. Subsidiaries (and subject to Section 7.16, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and mortgages in such assets and properties of the Borrower Holdings and its Subsidiaries as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative Agents, the Collateral Agent or the Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to each of the Administrative Agents and the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and the BorrowerBorrowers, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower Holdings shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by an Agent or the Administrative Collateral Agent to assure themselves that this Section 7.11 has been complied with. (c) The If the Collateral Agent or the Required Banks determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of Holdings and its Subsidiaries constituting Collateral, the U.S. Borrower agrees shall provide to the Collateral Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance satisfactory to each of the Agents. (d) Holdings and each Borrower agree that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agents, the Co-Documentation Agents, the Collateral Agent or the Required Banks or required to be taken by the Borrower Holdings and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Holdings or a Borrower be -------- required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries to, at the expense of the Borrower, grant to the Collateral Agent security interests and mortgages (each an "Additional Mortgage") in such assets and properties owned Real Property of the Borrower and its Subsidiaries as are not covered by acquired after the original Security Documents, and Effective Date as may be requested in writing from time to time by the Administrative Agent or the Required Banks (collectively, the "Agent. Such Additional Security Documents"). All such security interests and mortgages Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensas are permitted by Section 8.03. The Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) If at any time after the date hereof, any Person becomes a Subsidiary of the Borrower, the Borrower will promptly notify the Agent in writing and will, at the expense of the Borrower and at the written request of the Agent, cause (i) such Subsidiary to guaranty the Obligations and grant to the Agent for the benefit of the Lenders a security interest in and lien on the property and assets of such Subsidiary to secure its obligations under such guaranty, and (ii) the capital stock of such Subsidiary to be pledged to the Agent for the benefit of the Lenders. All such security interests, pledges and guaranties shall be granted or made pursuant to documentation reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except as are permitted by Section 8.03. All documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Lien's in favor of the Agent required to be granted pursuant to this clause (b) and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (c) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (cd) In the event that the Agent at any time after the Restatement Date determines in its good faith discretion that real estate appraisals satisfying the requirements set forth in 12 C.F.R., Part 34-Subpart C, or any successor or similar statute, rule, regulation, guideline or order (any such appraisal a "Required Appraisal") are or were required to be obtained, or should be obtained, in connection with any or all of the Mortgaged Properties, then, such Required Appraisal shall be delivered, at the expense of the Borrower, to the Agent, which Required Appraisal, and the respective appraiser, shall be satisfactory to the Agent. (e) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 60 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11Lenders; provided provided, however, that in no event shall the Borrower be required to take any action, other than using its reasonable effortscommercial efforts without any material expenditure, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower Holdings will, and will cause each of its Domestic Subsidiaries (and subject to Section 8.12, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests in such assets and properties of the Borrower Holdings and its 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 Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statementsstate ments, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire to obtain the benefits intended to be conferred to the Agent and the Banks pursuant to the Security Documents. Furthermore, Holdings and the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 8.11 has been complied with. (c) The Holdings and the Borrower agrees agree that each action required above by this Section 7.11 8.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and Holdings and/or its Subsidiaries pursuant to the terms of this Section 7.118.11; provided that that, in no event shall the Borrower will Holdings or any of its Subsidiaries be required to take any action, other than using its reasonable best efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries (and subject to Section 7.13, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and mortgages in such assets and properties of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) If the Administrative Agent or the Required Banks determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of the Borrower and its Subsidiaries constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than within 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any actiontake (e) Within 60 days following the Initial Borrowing Date, other than using its reasonable effortsthe Borrower shall cause to be delivered to the Collateral Agent a current ALTA/ACSM surveys in form and substance reasonably satisfactory to the Collateral Agent of each Mortgaged Property mortgaged pursuant to paragraph (f) below, certified in a manner reasonably satisfactory to obtain consents from third parties the Collateral Agent by a licensed professional surveyor reasonably satisfactory to the Collateral Agent. At the time of the delivery of such surveys for such Mortgaged Properties, the Mortgage Policies with respect to such Mortgaged Properties shall be amended in a manner reasonably satisfactory to the Collateral Agent to remove therefrom any "survey exception" noted therein or cause the title company providing such Mortgage Policies to insure over the same in a manner reasonably satisfactory to the Collateral Agent. (f) Within 60 days following the Initial Borrowing Date, the Borrower shall cause to be delivered to the Collateral Agent fully executed counterparts of (i) a Mortgage in form and substance satisfactory to the Collateral Agent with respect to each of the Mortgaged Properties acquired by the Borrower in connection with the Merger or owned by the Vistar Subsidiaries, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counterparts of such Mortgages shall be recorded within such period in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Liens, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors; and (ii) a Uniform Commercial Code financing statement (form UCC-1) and/or fixture filing (the "Financing Statements") in form and substance satisfactory to the Collateral Agent with respect to the personal property and fixtures located on or arising from each of the Mortgaged Properties acquired by the Borrower in connection with the Merger or owned by the Vistar Subsidiaries, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counterparts of the Financing Statements shall be recorded within such period in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to perfect the security interest Lien, subject only to Permitted Liens, on such personal property and fixtures in favor of the Collateral Agent for the ratable benefit of the Secured Creditors. (g) Within 60 days following the Initial Borrowing Date, the Borrower shall cause to be delivered to the Collateral Agent mortgagee title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgages referred to in paragraph (f) above are valid and enforceable first priority mortgage Liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Liens. Such Mortgage Policies shall be in form and substance reasonably satisfactory to the Collateral Agent and (i) shall include (to the extent available in the respective jurisdiction of each such Mortgaged Property) an endorsement for future advances under this Agreement, the Notes and the Mortgages, and for such other matters that the Collateral Agent in its compliance with this Section 7.11discretion may reasonably request, (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance (including direct (h) Within 60 days following the Second Borrowing Date, the Borrower shall cause Glass Express, Inc., a Michigan corporation, to be dissolved and its assets transferred to the Borrower and its other Subsidiaries. During such period (i) Glass Express, Inc. shall not be required to become a Credit Party and shall not own assets having an aggregate value in excess of $100,000, and (ii) the capital stock of Glass Express Inc. shall not be required to be pledged pursuant to the Pledge Agreement. (i) Notwithstanding any other provisions of the Credit Documents to the contrary, the Borrower shall not be required to deliver the stock certificate(s) evidencing the shares of CarComp to the Collateral Agent in pledge pursuant to the Pledge Agreement until the Borrower obtains possession of such certificate(s), which it agrees to use its best efforts to do. Prior to the time of such delivery the Borrower will not permit the aggregate value of the assets of CarComp to exceed $100,000 and will not transfer, or permit any Subsidiary to transfer, assets to CarComp.

Additional Security; Further Assurances. (a) The Borrower Except to the extent prohibited in connection with any Transaction Indebtedness permitted to be incurred in connection with one or more Acquisitions permitted pursuant to Section 7.02(c), at the request of the Lender, MobilePro, at its expense, will, and will cause each other member of its Domestic Subsidiaries the Davel Group to, grant to the Collateral Agent Lender security interests and mortgages in such assets all real property and properties personal property acquired after the Closing Date (in the case of the Borrower and its Subsidiaries as are not covered by the original Security Documentsreal property, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "“Additional Security Documents"Mortgages ”). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent Lender and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensas are permitted by Section 7.03. The Additional Security Documents Mortgages, additional security documentation or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent Lender required to be granted pursuant to the Additional Security Documents Mortgages and additional security documentation and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower Except to the extent prohibited in connection with any Transaction Indebtedness permitted to be incurred in connection with one or more Acquisitions permitted pursuant to Section 7.02(c), MobilePro, at its expense, will, and will cause each of its Subsidiaries other Davel Credit Party to, at the expense of the BorrowerMobilePro, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent Lender from time to time such agreements, documents, vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Credit and Security Documents as the Collateral Agent Lender may reasonably require. require (collectively, the “Additional Credit and Security Documents”), Furthermore, the Borrower MobilePro shall cause to be delivered to the Collateral Agent Lender such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent Lender to assure themselves itself that this Section 7.11 has Sections 6.10 and 7.07 have been complied with. (c) The Borrower agrees that each Each action required above by this Section 7.11 6.10 shall be completed as soon as possible, but in no event later than 90 30 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Lender.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries toSubsidiary Guarantor, if any, to grant to the Collateral Administrative Agent security interests and mortgages in such assets and properties of the Borrower and its Subsidiaries the Subsidiary Guarantors 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 Banks 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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Administrative Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the BorrowerBorrower or such respective Subsidiary, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.of

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of its Domestic their respective Subsidiaries to, grant to the Collateral Agent Agent, for the benefit of the Banks, security interests and mortgages in such assets and properties of the Borrower and its Subsidiaries Nexstar Entities as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Majority Banks (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 Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 have been be paid in full. (b) The Parent Guarantors and the Borrower will, and will cause each of its their respective Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents or any Additional Security Documents as the Collateral Agent may reasonably requirerequire and as are reasonably satisfactory to the Borrower. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 7.16 has been complied with.. ------------ (c) If at any time any Parent Guarantor or the Borrower acquires any additional Subsidiary (including by reason of the formation of the New Holding Company), such Parent Guarantor and/or the Borrower, as applicable, will promptly notify the Administrative Agent thereof and cause such Subsidiary to execute and deliver appropriate Guaranty Supplements, a Joinder to Security Agreement and a Joinder to Pledge and Security Agreement. (d) If the Administrative Agent or the Majority Banks determine that they or any of them are required by law or regulation to have appraisals prepared in respect of any Real Property of the Nexstar Entities constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance reasonably satisfactory to the Administrative Agent. (e) The Parent Guarantors and the Borrower agrees agree that each action required above by this Section 7.11 7.16 shall be completed as soon ------------ as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Majority Banks or required to be taken by the Borrower and its Subsidiaries applicable Nexstar Entity pursuant to the terms of this Section 7.117.16; provided that in no event ------------ -------- shall the Borrower any Nexstar Entity be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.7.16. ------------

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries to, grant Grant to the Collateral Agent Agent, for the benefit of each of the Lenders, the Issuing Lender and the Agents, security interests and Liens in such assets and properties personal Property of the Parent Company, the Borrower and its their Subsidiaries as are not covered by the original Security Documents, Collateral Documents and as may be requested from time to time by the Administrative Agent or by the Required Banks (collectively, the "Additional Security Documents")Lenders. All such security interests and mortgages Liens shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent (collectively, "ADDITIONAL SECURITY DOCUMENTS"), and shall constitute be effective to create in favor of the Collateral Agent, for the benefit of each of the Lenders, the Issuing Lender and the Agents, legal, valid and enforceable perfected security interests in and mortgages superior to Liens upon the Collateral described therein and prior to in the rights of all third Persons and subject to no other Liens except for Permitted Liensproceeds thereof. The Additional Security Documents or instruments Instruments related thereto shall have been be duly recorded or filed in such manner and in such places as are required by law Applicable Law in order to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Documents, and all taxes, fees and other charges payable in connection therewith shall have been be punctually paid in fullfull by the Parent Company and the Borrower. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, makeMake, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments Instruments and take such further steps relating to the collateral Collateral covered by any of the Security Collateral Documents as the Collateral Agent may from time to time reasonably require. Furthermore, the Borrower Principal Companies shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested from time to time by the Administrative Agent to assure themselves that this Section 7.11 has been complied withCollateral Agent. (c) The Borrower Each of the Principal Companies understands and agrees that time is of the essence of the covenants of the Principal Companies under PARAGRAPHS (a) and (b) of this SECTION 8.13, and, accordingly, each action required above by of the Principal Companies covenants that it will, and will cause its Subsidiaries to, comply in all material respects with each reasonable request or requirement of the Administrative Agent, Collateral Agent or (as the case may be) Required Lenders made pursuant to such paragraphs of this Section 7.11 shall SECTION 8.13, each such request or requirement to be completed as soon as possiblecomplied with promptly but, but in no event later than 90 any event, within sixty (60) days after such action is either requested to be taken by the date on which the Parent Company or the Borrower shall have first received from the Administrative Agent written notice of such request or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11requirement.

Additional Security; Further Assurances. (a) In the event that at any time after the Closing Date the Borrower or any of its Subsidiaries owns or holds any equity interest which is not at the time included in the Collateral (all of the foregoing, “Unpledged Interests”), the Borrower will notify the Administrative Agent in writing, identifying the Unpledged Interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this section 8.12; provided that notwithstanding the foregoing, the Borrower need not notify the Administrative Agent under this section 8.12(a) of any Unpledged Interest which at the time is not required to be included in the Collateral pursuant to section 8.11(b). (b) The Borrower will, and or will cause each of its Domestic Subsidiaries an applicable Subsidiary to, grant to within 30 days following request by the Collateral Agent (who may make such request on its own initiative or upon instructions from the Required Lenders), grant the Collateral Agent for the benefit of the Secured Creditors (as defined in the Security Documents) security interests pursuant to the Pledge Agreement or other new documentation (each an “Additional Security Document”) or joinder in such assets and properties any existing Security Document to which it is not already a party, in all of the Borrower and its Subsidiaries Unpledged Interests as are not covered by the original Security Documents, and as may be requested from time to time by which the Administrative Agent or has notified the Required Banks Borrower that the same is required to be included in the Collateral. (collectively, the "c) Each Additional Security Documents"). All such security interests and mortgages Document (i) shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent Agent; and (ii) shall constitute create a valid and enforceable perfected security Lien upon the interests and mortgages so included in the Collateral, superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensthose permitted by section 9.3 or otherwise agreed by the Administrative Agent at the time of perfection thereof. The Borrower, at its sole cost and expense, will deliver all Unpledged Interests and will cause each Additional Security Documents Document or instruments related thereto shall have been 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 created thereby required to be granted pursuant to the Additional Security Documents Document, and will pay or cause to be paid in full all taxes, fees and other charges payable in connection therewith shall have been paid in fulltherewith. (bd) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic the other Credit Parties that are Subsidiaries to, grant to the Collateral Agent security interests and mortgages (an “Additional Mortgage”) in such assets and properties Real Property of the Borrower and its or such other Credit Parties that are Subsidiaries as are not covered by the original Security DocumentsMortgages to the extent acquired after the Initial Borrowing Date (including to the extent acquired through a Permitted Acquisition) and having a fair market value in excess of $10,000,000 (as determined in good faith by the Borrower), or, if an Event of Default has occurred and is continuing, as may reasonably be requested from time to time by the Administrative Agent or the Required Banks Lenders (collectivelyeach such Real Property, the "an “Additional Security Documents"Mortgaged Property”). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of the other Credit Parties that are Subsidiaries to, grant to the Collateral Agent security interests and mortgages (an “Additional Ship Mortgage”) in such ship, barge or other vessel of the Borrower or such other Credit Parties that are Subsidiaries as are not covered by the original Ship Mortgages to the extent acquired after the Initial Borrowing Date (including to the extent acquired through a Permitted Acquisition) and having a fair market value in excess of $10,000,000 (as determined in good faith by the Borrower), or, if an Event of Default has occurred and is continuing, as may reasonably be requested from time to time by the Administrative Agent or the Required Lenders (each such Ship Property, an “Additional Ship Mortgaged Property”). (c) In connection with the acquisition of the capital stock of a Person that becomes a Subsidiary of the Borrower or the formation of a new Subsidiary of the Borrower, the Borrower shall pledge or cause to be pledged all capital stock of any such Person so acquired which is owned by the Borrower or any Subsidiary Guarantor pursuant to the Pledge Agreement (excluding (i) any Subsidiary that does not constitute a Material Subsidiary, (ii) any Native American Subsidiary and (iii) subject to Section 8.12, that portion of the voting stock of any Foreign Subsidiary which would be in excess of 65% of the total outstanding voting stock of such Foreign Subsidiary) and cause such Person (excluding any Subsidiaries that do not constitute Material Subsidiaries, any Native American Subsidiaries and any Foreign Subsidiaries) to enter into a guaranty substantially similar to the Subsidiary Guaranty and additional security documents substantially similar to the Security Documents (to the extent applicable), all as otherwise set forth in this Section 8.11, provided that if the pledge of the capital stock of any Subsidiary acquired or created after the Initial Borrowing Date requires approval under the applicable Gaming Regulations, the Borrower shall be required to pledge such stock only if the requisite approvals are obtained after the exercise of its commercially reasonable efforts to obtain such approvals (and the Borrower agrees to use its commercially reasonable efforts to obtain such approvals). (d) The Borrower will cause each Domestic Subsidiary acquired, established or created after the Initial Borrowing Date (except for any Subsidiary that does not constitute a Material Subsidiary and any Native American Subsidiary) to grant to the Collateral Agent a first priority Lien, subject to Permitted Liens, on all personal property (tangible and intangible) of such Domestic Subsidiary upon terms substantially similar to those set forth in the Security Documents (including, without limitation, the Pledge Agreement and the Security Agreement) as appropriate, provided that such Subsidiary shall not be required to be a Subsidiary Guarantor or grant Liens pursuant to the Security Documents to the extent any such action is prohibited by applicable Gaming Regulations. (e) The Borrower will, and will cause each of its Subsidiaries required to take action under Section 8.11 (a), (b), (c) and (d) to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire pursuant to this Section 8.11. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 8.11 has been complied with. (f) The security interests required to be granted pursuant to this Section 8.11 shall be granted pursuant to security documentation which shall be substantially similar to the Security Documents previously executed and delivered by the Borrower or its Subsidiaries, as applicable and otherwise reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests prior to the rights of all third Persons and subject to no other Liens except such Liens and priority as are permitted by Section 9.01. The Additional Security Documents and other instruments related thereto shall be duly recorded or filed in such manner and in such places and at such times as are required by law to establish, perfect, preserve and protect the Liens, in favor of the Collateral Agent for the benefit of the respective 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 paid in full by the Borrower. At the time of the execution and delivery of the Additional Security Documents, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, Mortgage Policies, title surveys, real estate appraisals and other related documents as may be reasonably requested by the Administrative Agent or the Required Lenders to assure themselves that this Section 7.11 8.11 has been complied with. (cg) The Borrower agrees that each action required above by this Section 7.11 8.11(a), (b) and (e) shall be completed as soon as possible, but in no event later than 90 60 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required Lenders. Subject to be taken by receipt of any requisite approvals under applicable Gaming Regulations, the Borrower further agrees that each action required by Sections 8.11(c) and its Subsidiaries pursuant to (d) shall be completed within 30 days of the terms creation or acquisition of this Section 7.11; provided that in no event shall a new Subsidiary subject thereto (or within 30 days of the Borrower be required to take any actiondate a Subsidiary first becomes a Material Subsidiary, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11as the case may be).

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries toSubsidiary Guarantor, if any, to grant to the Collateral Agent security interests and mortgages in such assets and properties of the Borrower and its Subsidiaries the Subsidiary Guarantors as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative any Agent or the Required Banks 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 Administrative Agent Agents and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the BorrowerBorrower or such respective Subsidiary, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. In addition, the Borrower shall, upon the reasonable request of the Collateral Agent to assure itself that Section 5.10 (i) has been complied with, provide the Collateral Agent with information as to Real Property consisting of the Borrower's or any of its Subsidiaries' transmitter sites. Furthermore, the Borrower shall will use its reasonable best efforts to cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative any Agent to assure themselves itself that this Section 7.11 8.11 has been complied with. (c) If any Agent or the Required Lenders are advised in writing by counsel that they are required by law or regulation to have appraisals prepared in respect of the Real Property of the Borrower and its Subsidiaries constituting Collateral, the Borrower will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be in form and substance reasonably satisfactory to the Agents. (d) To the extent not delivered by the Borrower to the Administrative Agent on the Effective Date pursuant to Section 5.10(ii), within 90 days following the Effective Date, the Borrower shall have delivered to the Administrative Agent certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports listing all effective financing statements that name the Borrower or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in Section 5.10(ii), together with copies of such other financing statements that name the Borrower or any of its Subsidiaries as debtor, none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens, provided, to the extent that any such financing statements evidence Liens not permitted under Section 9.01, the Borrower will, and will cause each of its Subsidiaries to, promptly terminate any such financing statements and the underlying Liens or security interests related thereto. (e) On or prior to the 30th day following the Initial Borrowing Date, the Collateral Agent shall have received landlord waivers with respect of the Leaseholds of the Borrower and its Subsidiaries as designated on Schedule III, which landlord waivers shall be in form and substance reasonably satisfactory to the Agents. (f) The Borrower agrees that each action required above by clauses (a) through (d), inclusive, of this Section 7.11 8.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative respective Agent or the Required Banks Lenders or required to be taken by the Borrower and and/or its Subsidiaries pursuant to the -61- 63 terms of this Section 7.118.11; provided that that, except in respect of the consents required by preceding clause (e), in no event shall will the Borrower or any of its Subsidiaries be required to (i) take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.11 or (ii) pay any consideration (other than de minimus amounts), incur any material obligation or relinquish any material right in connection with obtaining any such consent from third parties.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries to, grant to the Collateral Agent Agent, for the benefit of the Banks, security interests and mortgages in such assets and properties of the Borrower and its Subsidiaries Mission Entities as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Majority Banks (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 Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 have been be paid in full. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents or any Additional Security Documents as the Collateral Agent may reasonably requirerequire and as are reasonably satisfactory to the Borrower. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 7.16 has been complied with. (c) If at any time the Borrower creates or acquires any additional Subsidiary, the Borrower will promptly notify the Administrative Agent thereof and cause such Subsidiary, within the time period required by clause (f) of Section 8.10, to execute and deliver appropriate Guaranty Supplements (or a Subsidiary Guaranty Agreement), a Joinder to Security Agreement and a Joinder to Pledge Agreement. (d) If the Administrative Agent or the Majority Banks determine that they or any of them are required by law or regulation to have appraisals prepared in respect of any Real Property of the Mission Entities constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance reasonably satisfactory to the Administrative Agent. (e) The Borrower agrees that each action required above by this Section 7.11 7.16 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Majority Banks or required to be taken by the Borrower and its Subsidiaries applicable Mission Entity pursuant to the terms of this Section 7.117.16; provided that in no event shall the Borrower any Mission Entity be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.117.16.

Additional Security; Further Assurances. Promptly, and in any event within 90 days after the acquisition of assets of the type that would have constituted Collateral (aif the person acquiring such assets had executed an appropriate Security Document on the Original Effective Date) The at the Original Effective Date (the “Additional Collateral”), the Borrower will, and will cause each of its Domestic Subsidiaries the Subsidiary Guarantors to, grant to at the Collateral Agent security interests in such assets and properties of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor request of the Collateral Agent required following consultation with the Borrower as to be granted the value of any such Additional Collateral, take all necessary action, including entering into the appropriate security documents and filing the appropriate financing statements under the provisions of the UCC or applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to grant the Collateral Agent a perfected Lien in such Collateral (or comparable interest under foreign law in the case of foreign Collateral) pursuant to and to the Additional full extent required by the Security Documents and all taxesthis Agreement, fees subject to (i) in the case of such Collateral constituting Fee Property, Permitted Liens of the type described in clauses (a), (d), (e) and other charges payable (g) of the definition thereof and Liens permitted by the applicable Mortgage, (ii) in the case of such Collateral constituting Leased Property, Liens permitted by the Collateral Assignment of Leases or Collateral Assignment of Location Leases, as the case may be, and (iii) in the case of such Collateral not constituting Real Property, Permitted Liens; provided that no such action will be required by the Borrower or any of the Subsidiary Guarantors to the extent that any such Additional Collateral is subject to a preexisting agreement which prohibits the granting of any additional liens; provided, further, that such preexisting agreement was not entered into in connection therewith with, or in anticipation of or contemplation of, the acquisition of such assets by the Borrower or any of its Subsidiaries. In the event that the Borrower or any of the Subsidiary Guarantors acquires an interest in (x) additional Fee Property that the Administrative Agent reasonably deems material to the Business, the Borrower and such Subsidiary Guarantors, as the case may be, will take such actions and execute such documents as the Administrative Agent shall have been paid require, to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage (including, without limitation, satisfaction of the conditions set forth in full. Section 5.03 and the Additional Mortgage Conditions) (ban “Additional Mortgage”) The or (y) additional Leased Property, the Borrower willand such Subsidiary Guarantors, as the case may be, will take such actions and execute such documents as the Administrative Agent shall require to subject such Leased Property to the Lien on the Collateral Assignment of Leases or Collateral Assignment of Location Leases, as the case may be, and will cause each in the case of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or any Principal Leased Property shall endeavor in a reasonable manner to obtain and deliver to the Collateral Agent a Landlord Consent, Lien Waiver and Access Agreement from time to time the lessor of such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably requireadditional Leased Property. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be All actions taken by the Administrative Agent or parties in connection with the Required Banks or required to pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Collateral Agent, shall be taken by for the Borrower and its Subsidiaries pursuant to account of the terms of this Section 7.11; provided that in no event Borrower, which shall the Borrower be required to take any action, other than using its pay all reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11sums due on demand.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Agent security interests in such assets and properties of the Borrower and its Subsidiaries such Subsidiary Guarantors 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 Banks Lenders (collectively, the "“Additional Security Documents"”), it being understood that no more than 65% of the total combined voting power of all classes of capital stock of any Exempted Foreign Corporation (as defined in the Pledge Agreement) entitled to vote shall be required to be pledged pursuant to such Additional Security Documents. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 9.11(a) shall not apply to (and the Borrower and its Subsidiaries shall not be required to grant a security interest or a mortgage in) (i) any Real Property, (ii) personal property consisting of motor vehicles or other property subject to certificate of title laws and (iii) any local operating, collection or payroll bank accounts exempted from the perfection requirements pursuant to the Security Agreement. (b) The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors, to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.,

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Administrative Agent security interests and mortgages in such assets and properties (including Real Property) of the Borrower and its Subsidiaries such Subsidiary Guarantors which are of the type required to be pledged or assigned pursuant to the original Security Documents and as are not covered by the such original Security Documents, and as may be requested from time to time by the Administrative Agent Agents or the Required Banks (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 Administrative Agent Agents and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Administrative Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Administrative Agent may reasonably require. Furthermore, the Borrower shall will cause to be delivered to the Collateral Administrative Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent Agents to assure themselves itself that this Section 7.11 8.12 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 8.12 shall be completed as soon as possible, but in no event later than within 90 days after such action is either requested to be taken by the Administrative Agent Agents or the Required Banks or required to be taken by the Borrower and its Subsidiaries the Subsidiary Guarantors pursuant to the terms of this Section 7.118.12; provided that in no event shall will the Borrower or any Subsidiary Guarantor be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.12.

Additional Security; Further Assurances. (a) The Borrower will, and Each Credit Party will cause each of its Domestic Subsidiaries to, grant to the Collateral Agent security interests and mortgages in such assets and properties real property of the Borrower Partnership and its such Subsidiaries as are not covered by the original Security DocumentsDocuments (subject to the applicable exceptions contained therein), and as may be reasonably requested from time to time by the Administrative Agent or the Required Banks 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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 have been be paid in full. (b) The Borrower Each Credit Party will, and will cause each of its Subsidiaries to, at the expense of the BorrowerCredit Parties, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, limited powers of attorney, certificates, surveysreal property surveys (it being understood that the Borrowers shall be under no obligation to obtain any such survey), reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably requirerequire in order for the Collateral Agent to fully enforce its rights under the Security Documents. Furthermore, the Borrower Partnership shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 9.11 has been complied with. (c) The Partnership agrees to cause each Subsidiary of the Partnership established or created in accordance with Section 10.15 to execute and deliver a counterpart hereto (and/or an assumption agreement in form and substance satisfactory to the Administrative Agent) whereby such Subsidiary shall become a party hereto as a Borrower hereunder. (d) The Partnership will cause each Subsidiary of the Partnership established or created in accordance with Section 10.15 to grant to the Collateral Agent a Lien (subject only to Permitted Liens) on property (tangible and intangible) of such Subsidiary upon terms and with exceptions similar to those set forth in the Security Documents, as appropriate, and reasonably satisfactory in form and substance to the Administrative Agent and Required Lenders. In connection with the actions required to be taken pursuant to the immediately preceding sentence, the respective Subsidiary shall become a party to the various existing Security Documents by executing counterparts thereof and/or assumption agreements relating thereto (together with the delivery of updated schedules) in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, or shall enter into and deliver such new Security Documents as may be requested by the Administrative Agent or the Required Lenders. The Borrowers shall cause each such Subsidiary of the Borrowers, at its own expense, to execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the foregoing Liens. The Borrowers will cause each of such Subsidiaries to take all actions reasonably requested by the Administrative Agent (including, without limitation, the filing of UCC-1’s) in connection with the granting of such security interests. (e) At any time after the Effective Date at which any Borrower receives or has performed on its behalf any survey of any Mortgaged Property (it being understood that the Borrowers shall be under no obligation to obtain any such survey), the Borrowers shall promptly thereafter deliver a copy of such survey to the Administrative Agent. (f) Each of the Credit Parties agrees that each action required above by this Section 7.11 9.11 shall be completed as soon as possible, but in no event later than 90 60 days after such action is either requested to be taken by the Collateral Agent, the Administrative Agent or the Required Banks Lenders or required to be taken by the Borrower Partnership and its Subsidiaries pursuant to the terms of this Section 7.119.11; provided that (i) each newly acquired or created Subsidiary of the Partnership shall be required to take the actions specified above concurrently (or promptly thereafter) with the creation or acquisition thereof (directly or indirectly) by a Credit Party, and (ii) in no event shall the Borrower will any Credit Party or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.119.11.

Additional Security; Further Assurances. (a) The Borrower Holdings will, --------------------------------------- and will cause each of its Domestic Subsidiaries (and to the extent that Section 7.14 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent security interests and mortgages in such assets and properties of the Borrower Holdings and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower Holdings will, and will cause each of its Subsidiaries to, at the expense of Holdings and the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower Holdings shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The If the Agent or the Required Banks determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of Holdings and its Subsidiaries constituting Collateral, the Borrower agrees shall provide to the Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance satisfactory to the Agent. (d) Holdings and the Borrower agree that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower Holdings and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no -------- event shall Holdings or the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower willshall (i) by no later than August 31, 1997, grant the Collateral Agent security interests in and mortgages on its Leaseholds. fixtures and improvements relating to the Designated Stores, and will take all actions with respect thereto required by this Section 7.11(a) and (ii) within 30 days of a request therefor from the Agent, grant, or cause each of its Domestic Subsidiaries toto grant, grant as the case may be, to the Collateral Agent security interests in and mortgages on such other assets and properties of the Borrower and or its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents"). All such Such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons persons and subject to no other Liens except for Permitted Liensas are permitted by Section 8.2 at the time of perfection thereof. The Additional Security Documents or other instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent for the benefit of the Secured Parties, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In addition, to the extent that the Agent has temporarily waived compliance with Sections 5.1(f) and/or 5.1(z), the Borrower will, and will cause each of its Subsidiaries to, take such action as shall be necessary to carry out the intent and purposes of such sections. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrowerits own expense, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral validity, perfection, priority or enforcement of the Liens on the Collateral covered by any of the Security Documents or Additional Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) At the request of the Agent or the Required Banks, the Borrower shall provide to the Agent appraisals satisfying applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 in respect of the Real Property of the Borrower and its Subsidiaries constituting Collateral, in form and substance satisfactory to the Agent. (d) The Borrower agrees that each action required above by the foregoing provisions of this Section 7.11 shall be completed as soon as possible, but in no event later than 90 (i) in the case of Section 7.11(a), the applicable dates set forth therein, (ii) in the case of Section 7.11(b), 30 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required Banks, and (iii) in the case of Section 7.11(c), 60 days after such action is requested to be taken by the Borrower and its Subsidiaries pursuant to Agent or the terms of this Section 7.11Required Banks; provided that in no event shall the Borrower be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third third-parties with respect to its compliance with clause (ii) of Section 7.11(a) or Section 7.11(b). (e) Notwithstanding the foregoing provisions of this Section 7.117.11 to the contrary, the Borrower agrees that it shall deliver to the Agent the following documents, in form and substance satisfactory to the Agent, and/or take the following actions in a manner acceptable to the Agent, within the respective periods indicated below: (A) As promptly as practicable, and in any event (i) not later than November 15, 1997 with respect to one-third of the Real Properties then identified on Schedule XVII hereto, (ii) within one hundred twenty (120) days following the Amendment No. 10 Effective Date with respect to an additional one-third of the Real Properties then identified on Schedule XVII hereto and (iii) within one hundred eighty (180) days of the Amendment No. 10 Effective Date with respect to all other Real Properties then identified on Schedule XVII hereto, the Borrower shall have delivered to the Agent a memorandum of lease in recordable form for each such Real Property identified on Schedule XVII hereto, together with an Additional Mortgage, a certified copy of the lease relating to each such Real Property, and such other Additional Security Documents, local counsel legal opinions and other documents as the Agent may reasonably request. The Borrower shall be required to from time to time, and the Agent may (within 45 days of the Amendment No. 10 Effective Date) in its sole determination after completing such additional due diligence as it shall determine, supplement Schedule XVII with any additional Real Properties for which the lease relating to such Real Property does not specifically prohibit encumbrances. (B) As promptly as practicable, and in any event (i) on or before November 15, 1997 with respect to one-third of the Real Properties then identified on Schedule XVIII hereto, (ii) within one hundred twenty (120) days following the Amendment No. 10 Effective Date with respect to an additional one-third of the Real Properties then identified on Schedule XVIII hereto and (iii) within one hundred eighty (180) days of the Amendment No. 10 Effective Date with respect to all other Real Properties then identified on Schedule XVIII hereto, the Borrower shall use its best efforts to obtain and have delivered to the Agent the consent to the mortgaging of each Real Property identified on Schedule XVIII hereto from each relevant landlord of such Real Property, together with a memorandum of lease in recordable form, an Additional Mortgage, a certified copy of the lease relating to each such Real Property, and such other Additional Security Documents, local counsel legal opinions and other documents as the Agent may reasonably request. The Borrower shall be required to from time to time, and the Agent may (within 45 days of the Amendment No. 10 Effective Date) in its sole determination after completing such additional due diligence as it shall determine, supplement Schedule XVIII with all additional Real Properties of the Borrower: (x) that are not included on Schedule XVII or (y) for which the lease relating to such Real Property does not permit the landlord upon the receipt of a request to assign or mortgage a leasehold interest to recapture the leased premises or terminate any future renewal terms or contains such other specific impediments that the Borrower and the Agent mutually agree render the delivery of an Additional Mortgage impracticable or impossible or (z) that do not constitute premises at which the Borrower has ceased operations as of the Amendment No. 10 Effective Date and the premises are now either vacant or have been subleased to unrelated persons or entities. (C) The Borrower shall use its best efforts to obtain and deliver to the Agent a letter substantially in the form of Exhibit A attached to the Further Assurances Agreement, dated as of June 15, 1995, as modified, between Borrower and Agent, from each landlord for each of the Borrower's Real Property whereby such landlord agrees, among other things, to give the Agent notice of any defaults under the applicable lease and allow the Agent an opportunity to cure. (D) As promptly as practicable, and in any event (i) within ninety (90) days following the Amendment No. 10 Effective Date, the Borrower shall obtain and deliver to the Agent: (i) Mortgage Policies or endorsements to the existing Mortgage Policies in amounts satisfactory to the Agent (but not in excess of the value of the applicable Real Property) and assuring the Agent that the Mortgages and Additional Mortgages in respect of the Borrower's relevant Real Properties are valid and enforceable first priority mortgage Liens on such Real Properties, free and clear of all defects and encumbrances except Permitted Encumbrances. Such Mortgage Policies shall include an endorsement for future advances under the Credit Agreement, the Notes and the Mortgages and/or Additional Mortgages, for mechanics liens and for any other matter that the Agent in its discretion may reasonably request, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Agent in its discretion may reasonably request, provided that the Borrower's obligation to obtain any of the foregoing endorsements or affirmative insurance shall extend only insofar as such requested endorsements or affirmative insurance are available in the state where the relevant Real Property is located; and (ii) To the extent not previously delivered by Borrower to Agent and unless the Borrower is notified otherwise by the Agent in writing with respect to a specific Real Property, a recent survey with respect to each of the Borrower's Real Property dated and certified to the Agent, its successors and assigns, prepared by a land surveyor licensed in each of the states where such Real Property is located pursuant to the then current ALTA/ACSM standards for title surveys and otherwise reasonably satisfactory to Agent and showing thereon the location of the perimeter of each such Real Property by courses and distances, the lines of the streets abutting each of such Real Property and the width thereof, the on site improvements to the extent constructed and the relation of the on site improvements by distance to the perimeter of each such Real Property, and the established building lines and the street lines, all encroachments and the extent thereof upon each such Real Property and indicating that the on-site improvements to the extent constructed are within the lot and building lines of each such Real Property, indicating whether each such Real Property is in a flood plain and otherwise containing such items as are reasonably requested by Agent. (E) As promptly as practicable, and in any event within sixty (60) days following the Amendment No. 10 Effective Date, the Borrower shall have delivered to the Agent appropriately completed and executed fixture financing statements to be filed in the appropriate filing offices for all of the Borrower's Real Property; provided, however, that, unless otherwise required under state law, the Borrower shall not be required to deliver a fixture financing statement for any Real Property on which (i) there is currently on file in the appropriate filing office an effective fixture financing statement naming the Collateral Agent as secured party which was filed by the Borrower in connection with the Original Credit Documents and (ii) a Mortgage or an Additional Mortgage has been filed, it being understood that each Mortgage and Additional Mortgage is also, without limitation, a fixture filing.

Additional Security; Further Assurances. (a) The Borrower willWithin 90 days --------------------------------------- following the Restatement Effective Date, each German Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "German Pledge Agreement") and shall have taken all actions required thereby to perfect the security interests created thereunder. (b) Within 90 days following the Restatement Effective Date, each German Credit Party shall have duly authorized, executed and delivered a Security Agreement in form and substance reasonably satisfactory to the Administrative Agent (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "German Security Agreement"), together with: (i) evidence of the completion of all recordings and filings of, or with respect to, the German Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the German Security Agreement; and (ii) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the German Security Agreement have been taken. (c) Within 90 days following the Restatement Effective Date, each Dutch Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Dutch Pledge Agreement") and shall have taken all actions required thereby to perfect the security interests created thereunder. (d) Within 90 days following the Restatement Effective Date, each Dutch Credit Party shall have duly authorized, executed and delivered a Security Agreement in form and substance reasonably satisfactory to the Administrative Agent (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Dutch Security Agreement"), together with: (i) evidence of the completion of all recordings and filings of, or with respect to, the Dutch Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interest intended to be created by the Dutch Security Agreement; and (ii) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interest purported to be created by the Dutch Security Agreement have been taken. (e) Within 90 days following the Restatement Effective Date, the Collateral Agent shall have received with respect to the Existing US Mortgaged Properties, fully executed counterparts of amendments (the "Mortgage Amendments"), in form and substance reasonably satisfactory to the Collateral Agent, to each of the Existing US Mortgages, together with evidence that counterparts of each of the Mortgage Amendments have been delivered to the title company insuring the Lien on the Existing US Mortgages for recording in all places to the extent necessary or in the reasonable opinion of the Collateral Agent, desirable, to effectively maintain a valid and enforceable first priority mortgage lien on the Existing US Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, and, to the extent requested by the Collateral Agent, the Collateral Agent shall have received either endorsements to the existing Mortgage Policies or new Mortgage Policies, in either case assuring the Collateral Agent that each Existing US Mortgage is a valid and enforceable first priority mortgage lien on the respective Existing US Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances related thereto. (f) Within 90 days following the Restatement Effective Date, the Collateral Agent shall have received with respect to the New US Mortgaged Properties: (i) fully executed counterparts of mortgages, deeds of trust or deeds to secure debt, in each case in form and substance reasonably satisfactory to the Administrative Agent (the "New US Mortgages"), which New US Mortgages shall cover such of the Material Real Property owned or leased by the US Credit Parties (after giving effect to the occurrence of the Restatement Effective Date) as shall be designated on Annex IV (the "New US Mortgaged Properties"), together with evidence that counterparts of the New US Mortgages have been delivered to the title insurance company insuring the Lien of the New US Mortgages for recording in all places to the extent necessary or, in the reasonable opinion of the Collateral Agent, desirable, to effectively create a valid and enforceable first priority mortgage lien on each New US Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desirable under local law) for the benefit of the Secured Creditors; (ii) a mortgagee policy (or a binding commitment with respect thereto) on each such New US Mortgaged Property (the "New US Mortgage Policies") issued by a title insurer reasonably satisfactory to the Administrative Agent in amounts reasonably satisfactory to the Administrative Agent assuring the Collateral Agent that the New US Mortgages on such New US Mortgaged Properties are valid and enforceable first priority mortgage liens on the respective New US Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances related thereto and such New Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent, and shall include, as appropriate, an endorsement for future advances under this Agreement and the Notes, shall not include an exception for mechanics' liens, shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request and shall provide for any other matter that the Administrative Agent may reasonably request; (iii) to the extent available, a recent survey, in form and substance reasonably satisfactory to the Administrative Agent, of each such New US Mortgaged Property, certified by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; and (iv) one or more opinions of counsel reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent and each of the Banks, from such counsel reasonably satisfactory to the Administrative Agent as the Administrative Agent may reasonably request, which opinions shall cover certain of the matters (but not title or lien priority) relating to the security interests granted pursuant to the US Security Documents and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (g) Within 90 days after the Restatement Effective Date, the Collateral Agent shall have received one or more additional US Pledge Agreements with respect to the capital stock of any Dutch Credit Party or German Credit Party owned by a US Credit Party, together with evidence that all other actions required thereunder have been taken to perfect the security interests created in the applicable Pledged Securities. (h) At the time any US Credit Party shall acquire after the Original Effective Date an ownership interest in any Material Real Property (or at the time of the acquisition or creation, after the Original Effective Date, of any US Subsidiary Guarantor having an ownership interest in any Material Real Property), the US Borrower shall give prompt notice thereof to the Administrative Agent and the Banks. Upon the reasonable request of the Administrative Agent or the Required Banks, the US Borrower shall, or shall cause such US Subsidiary Guarantor to, execute a mortgage, deed to secure debt or similar document with respect to such Material Real Property (all such mortgages, deeds and similar documents, "Additional US Mortgages") reasonably satisfactory in form and substance to the Administrative Agent and such Additional US Mortgages shall constitute valid and enforceable perfected mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional US Mortgages 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 US Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. (i) Within 90 days after the Restatement Effective Date, each of the US Borrower's Foreign Subsidiaries (other than the German Credit Parties and the Dutch Credit Parties party to the Foreign Guaranty on the Restatement Effective Date) shall have duly authorized, executed and delivered a counterpart of the Foreign Guaranty (or a guaranty in substantially the form of the Foreign Guaranty guaranteeing the obligations of the Foreign Borrowers hereunder). Notwithstanding anything to the contrary contained in this Section 7.11(i), no Foreign Subsidiary shall be required to execute a counterpart of the Foreign Guaranty (or such other Guaranty) to the extent that same would be contrary to, or inconsistent with local practice under, any law applicable to such Foreign Subsidiary, in each case as such determination is reasonably agreed to by the Administrative Agent. (j) The US Borrower will cause each of its Domestic Foreign Subsidiaries to, to grant to the Collateral Agent such security interests and mortgages in such assets and properties of the Borrower and its US Borrower's Foreign Subsidiaries as are not covered by the original Foreign Security Documents, and as may be reasonably requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Foreign Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted LiensLiens related thereto. The Additional Foreign Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Foreign Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding anything to the contrary contained in this Section 7.11(j), no Foreign Subsidiary shall be required to (x) grant a mortgage on any Real Property unless such Real Property constitutes a Material Real Property and (y) grant a security interest in any of its assets or properties to the extent that same would be contrary to, or inconsistent with local practice under, any law applicable to such Foreign Subsidiary, in each case as such determination is reasonably agreed to by the Administrative Agent. (bk) The Each Borrower will, and will cause each of its Subsidiaries other Credit Party to, at the expense of the such Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the each Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, real estate appraisals satisfying the requirements of applicable law, mortgage policies, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 has been complied with. (cl) The To the extent not delivered by the US Borrower to the Administrative Agent pursuant to Section 5.07(b) on the Restatement Effective Date, within 30 days following the Restatement Effective Date, the US Borrower shall have delivered to the Administrative Agent such additional releases of security interests (including, without limitation, Form UCC-3 termination statements) in, and Liens (other than such Liens permitted under Section 8.03) on, the assets owned by the US Borrower and its Subsidiaries as the Administrative Agent may reasonably request, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent and shall evidence the Refinancing that occurred on the Restatement Effective Date. (m) To the extent not delivered by the US Borrower to the Administrative Agent on the Restatement Effective Date pursuant to Section 5.12(ii), within 30 days following the Restatement Effective Date, the US Borrower shall have delivered to the Administrative Agent certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports listing all effective financing statements that name the US Borrower or any Domestic Subsidiary as debtor and that are filed in the jurisdictions referred to in Section 5.12(ii), together with copies of such other financing statements that name the US Borrower or any Domestic Subsidiary as debtor, none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens, provided, to the extent that any such financing statements evidence Liens not permitted under Section 8.03, the US Borrower will, and will cause each of its Subsidiaries to, promptly terminate any such financing statements and the underlying Liens or security interests related thereto. (n) Each Borrower agrees that each action required above by this Section 7.11 Sections 7.11(h), (j) and (k) shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11Banks.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries to, grant grant, to the extent permitted by applicable law, to the Collateral Agent security interests and mortgages in such assets and properties of the Borrower and its Domestic Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (collectively, the "Additional Security Documents")Lenders. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted LiensLiens (i) at the time of perfection thereof or (ii) arising and having priority by operation of law. The Additional Security Documents or instruments related thereto shall have been 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 such Additional Security Documents (it being understood that perfection of Liens on intellectual property shall not be required outside the United States) and all taxes, fees and other charges payable in connection therewith shall have been be paid in fullfull by the Borrower. (b) The Borrower will, and will cause each of its Domestic Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably reasonable requested by the Administrative Agent to assure themselves that this Section 7.11 8.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by If the Administrative Agent or the Required Banks Lenders determine that they are required by law or required regulation to be taken by have appraisals prepared in respect of the Real Property of the Borrower and its Subsidiaries constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower agrees to cause each Domestic Subsidiary established or created in accordance with Section 9.15 to execute and deliver a guaranty of all Obligations and all obligations under Interest Rate Protection or Other Hedging Agreements in substantially the form of the Subsidiaries Guaranty. (e) The Borrower agrees to pledge and deliver, or cause to be pledged and delivered, all of the capital stock of each new Subsidiary (excluding that portion of the voting stock of any Foreign Subsidiary which would be in excess of 65% of the total outstanding voting stock of such Foreign Subsidiary) established or created after the Effective Date, to the extent owned by the Borrower or any Domestic Subsidiary, to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement. (f) The Borrower will cause each Domestic Subsidiary established or created in accordance with Section 9.15 to grant to the Collateral Agent a first priority (subject to Permitted Liens) Lien on property (tangible and intangible) of such Subsidiary upon terms of this Section 7.11; provided that and with exceptions similar to those set forth in no event shall the Borrower be required Security Documents as appropriate, and satisfactory in form and substance to take any actionthe Borrower, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.the Administrative Agent and

Additional Security; Further Assurances. AGREEMENT TO GRANT ADDITIONAL SECURITY. Promptly, and in any event within thirty (a30) The days after the acquisition by a Borrower or any of its Restricted Domestic Subsidiaries of assets or real or personal property of the type that would have constituted Collateral on the date hereof, in each case in which the Collateral Agent does not have a perfected security interest under the Security Documents (other than (v) equipment subject to Liens permitted under SECTION 8.1(b) under agreements which prohibit the creation of additional Liens on such assets, (w) the property subject to the Headquarters Mortgage Loan Documents, (x) Capital Stock of a Subsidiary (which is governed by clause (c) below), (y) any parcel of real estate or leasehold interest acquired after the Closing Date with a fair market value of less than $1,000,000 or (z) any other asset with a fair market value of less than $100,000 individually, PROVIDED that all such other assets collectively have a fair market value of less than $5,000,000) or promptly following request by Administrative Agent or the Collateral Agent with respect to any other collateral deemed material by Administrative Agent or Required Lenders (the "ADDITIONAL COLLATERAL"), the Borrowers will, and will cause each of its their Restricted Domestic Subsidiaries to, take all necessary action, including (i) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate and (ii) with respect to real estate, the execution of a mortgage, the obtaining of title insurance policies, title surveys and real estate appraisals satisfying the Requirements of Law, to grant to the Collateral Agent security interests in such assets and properties for the benefit of the Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Required Banks (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 Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted Secured Parties pursuant to the Additional Security Agreement a perfected Lien (subject only to Permitted Liens) in such Collateral pursuant to and to the full extent required by the Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in fullthis Agreement. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Agent security interests and mortgages in such assets and properties (including Real Property) of the Borrower and its Subsidiaries such Subsidiary Guarantors which are of the type required to be pledged or assigned pursuant to the original Security Documents and as are not covered by the such original Security Documents, and as may be requested from time to time by the Administrative Agent Agents or the Required Banks (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 Administrative Agent Agents and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent Agents to assure themselves itself that this Section 7.11 8.12 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 8.12 shall be completed as soon as possible, but in no event later than within 90 days after such action is either requested to be taken by the Administrative Agent Agents or the Required Banks or required to be taken by the Borrower and its Subsidiaries the Subsidiary Guarantors pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.118.12.

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries to, grant to the Collateral Agent security interests and mortgages in such assets and properties of Real Property acquired after the Borrower and its Subsidiaries as are not covered by the original Security Documents, and Initial Borrowing Date as may be reasonably requested from time to time by the Administrative Agent or and/or the Required Banks (collectively, the "Additional Security DocumentsMortgages"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and/or the Required Banks and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liensas are permitted by Section 8.03. The Additional Security Documents Mortgages or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, Borrower make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower Holdings shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent and/or the Required Banks to assure themselves itself that this Section 7.11 has been complied with. (c) The Borrower Each of the Credit Parties agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 60 days after such action is either requested to be taken by the Administrative Agent, the Collateral Agent or the Required Banks or required to be taken by Banks, as the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided case may be, PROVIDED that in no event shall the Borrower be required to take any action, other than using its reasonable effortscommercial efforts without any material expenditure, to obtain consents from third parties with respect to its compliance with this Section 7.11.

Additional Security; Further Assurances. (a) The Borrower willAt the time any Person which does not constitute a Material Subsidiary on the date on which such Person is acquired pursuant to a Permitted Acquisition becomes a Material Subsidiary thereafter (whether by acquisition, merger or otherwise), Workflow shall give prompt notice thereof to the Agent. As soon as possible after such notice has been given, but in no event later than 60 days after such notice, Workflow shall cause such Subsidiary to (x) execute a counterpart of the applicable Pledge Agreement and Security Agreement (or another pledge agreement or security agreement, as the case may be, in substantially similar form if needed), and will (y) execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such Subsidiary would have had to deliver if such Subsidiary were granting a security interest in its assets on the Effective Date, in each of its Domestic Subsidiaries tocase, grant in form and substance satisfactory to the Collateral Agent security interests Agent. (b) At the time any Credit Party shall acquire after the Effective Date an ownership or Leasehold interest in such assets and properties any Material Real Property (or at the time of the Borrower and its Subsidiaries as are not covered by acquisition or creation, after the original Security DocumentsEffective Date, and as may be requested from time of any Credit Party having an ownership or Leasehold interest in any Material Real Property), Workflow shall give prompt notice thereof to time by the Administrative Agent. Upon the request of the Agent or the Required Banks (collectivelyLenders, the "Additional Security Documents"). All such security interests and mortgages Borrower shall, or shall be granted pursuant cause such Subsidiary Guarantor to, execute a Mortgage with respect to documentation such Material Real Property reasonably satisfactory in form and substance to the Administrative Agent and such Mortgage shall constitute a valid and enforceable perfected security interests and mortgages mortgage superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents Mortgages or instruments related thereto delivered pursuant to this Section 7.12 shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents such Mortgages and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (bc) The Each Borrower will, and will cause each of its Subsidiaries other Credit Party to, at the expense of the BorrowerCredit Parties, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the each Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel counsel, real estate appraisals satisfying the requirements of applicable law, mortgage policies, title insurance and other related documents as may be reasonably requested by the Administrative Collateral Agent to assure themselves itself that this Section 7.11 has been complied with. (c) The Borrower agrees that each action required above by this Section 7.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks or required to be taken by the Borrower and its Subsidiaries pursuant to the terms of this Section 7.11; provided that in no event shall the Borrower be required to take any action, other than using its reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 7.11.Section

Additional Security; Further Assurances. (a) The Borrower will, and will cause each of its Domestic Subsidiaries (other than an Inactive Subsidiary) and, to the extent required by Section 9.13, each of its Foreign Subsidiaries to, grant to the Collateral Agent security interests and Mortgages in such assets and properties of the Borrower and its such 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 Banks Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and mortgages Mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports reports, landlord waivers and other assurances or instruments and take such further steps relating to the collateral Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower shall will cause to be delivered to the Collateral Agent such opinions of counsel counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure themselves itself that this Section 7.11 9.11 has been complied with. (c) If the Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of the Borrower and its Subsidiaries constituting Collateral, the Borrower will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower agrees that each action required above by this Section 7.11 9.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Banks Lenders or required to be taken by the Borrower and and/or its Subsidiaries pursuant to the terms of this Section 7.119.11; provided that that, in no event shall will the Borrower or any of its Subsidiaries be required to take any action, other than using its reasonable best efforts, to obtain consents from third parties with respect to its compliance with this Section 7.119.11.