Common use of Additional Security Clause in Contracts

Additional Security. Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any Real Property with a fair market value in excess of $5,000,000 for any Real Property, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 60 days following written request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”). Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a Perfection Certificate, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any Real Property with Property, or any personal property of a fair market value type included in excess of $5,000,000 for any Real Propertythe Collateral that is not at the time included in the Collateral, the Borrower will promptly 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, and the Credit Party will, or will cause such Subsidiary to, within 60 days following written request by the Administrative Agent10 Business Days, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages Mortgages, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”)) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject (i) Cause, and will cause each of their Subsidiaries (other than a Foreign Subsidiary, except to subpart the extent provided in subsection (bc) below, if any Credit Party acquiresand Non-Wholly-Owned Subsidiaries) to cause, owns or holds an interest in any Real Property (A) all of their owned real properties with a fair market value greater than $500,000 and personal property located in excess the United States, and (B) all other material assets of $5,000,000 for any Real Property, the Borrower will promptly notify the Administrative Agent in writing of and such event, identifying the property in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 60 days following written request Subsidiaries as are not covered by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional original Security Documents”). Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a Perfection Certificate, Documents and other related documents as may be reasonably requested by the Administrative Agent or the Required Lenders in connection with their discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the executioncase of real property, delivery and recording title insured Liens in favor of any the Administrative Agent pursuant to the Security Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent or the Required Lenders shall request in its or their sole, reasonable discretion (collectively, the "Additional Security Document or joinderDocuments"). With respect to any owned real property with a value greater than $500,000 located in the United States acquired by any Loan Party subsequent to the initial Borrowing Date, such Person will cause to be delivered to the Administrative Agent with respect to such property, documents, instruments, including mortgages, deeds of trust, deeds to secure debt, title insurance policies, surveys, flood hazard certifications, environmental reports and legal opinions, all of which documents shall be in form form, content and substance scope reasonably satisfactory to the Administrative AgentAgent and the Required Lenders. Notwithstanding In furtherance of the foregoing terms of this Section 5.11, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by any Loan Party of any owned real property located in the United States having a value greater than $500,000, setting forth in reasonable detail the location and a description of the asset(s) so acquired. Without limiting the generality of the foregoing, Holdings and the Administrative Agent shall not enter into any Mortgage in respect Borrower will cause, and will cause each of any real property acquired their respective Subsidiaries to cause, 100% of the issued and outstanding Capital Stock of all Domestic Subsidiaries owned by Holdings, the Borrower or any other Credit Party after Subsidiary (other than the Closing Date until Capital Stock of Service America/National Business Services Enterprises Joint Venture and Service America Corporation - Service Systems Associates), and 65% of the issued and outstanding Capital Stock of all First Tier Foreign Subsidiaries (1except as provided in subsection (c) below) owned by Holdings, the date that occurs 45 days after Borrower or any Domestic Subsidiary, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent has delivered pursuant to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact terms and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence conditions of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).Security Documents

Additional Security. (i) Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property with not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the time included in the Collateral and subject to a fair market value in excess of $5,000,000 for any Real PropertyMortgage, the Parent Borrower will promptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) 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 Collateral Agent and the Lenders Secured Creditors under this SectionSection 6.10, and and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 60 ninety (90) days or such longer period as the Administrative Agent may agree, following written request by the Administrative Agent and/or the Collateral Agent, (I) grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems reasonably appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Additional Security Documents”) and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel), corporate resolutions, a Perfection Certificate, counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject in the case of any Non-U.S. Assets (as defined in the Agreed Security Principles) to the Agreed Security Principles and subpart (b) below, if any Credit Party acquires, owns or holds an ownership interest in (i) any Real Property with on which a Landing Site is located, to the extent that such Real Property has a fair market value in excess of $5,000,000 10,000,000 for any such Real PropertyProperty and $50,000,000 in the aggregate for all such owned Real Property not covered by a Mortgage (in each case, with fair market value determined at the time of acquisition and agreed to by the Administrative Agent), or (ii) any personal property that is not at the time included in the Collateral, the U.S. Borrower will will, in the case of each of clauses (i) and (ii) above, promptly 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, and the applicable Credit Party will, or will cause such Subsidiary to, within 60 days (or within 120 days in the case of any owned Real Property located in the United States, or within 150 days in the case of any owned Real Property located in a jurisdiction other than the United States) following written request by the Administrative AgentAgent (or such later date as the Administrative Agent agrees to in its reasonable discretion), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent reasonably deems reasonably appropriate (collectively, the “Additional Security Documents”)) or a joinder in any existing Security Document. Furthermore, the U.S. Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions (including any necessary member or shareholder resolutions), a Perfection Certificate, Certificate and other related documents (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with respect to each Mortgaged Real Property pursuant to Section 6.10(d)(ii) or 6.10(d)(iii) below, as applicable) as may be reasonably requested in writing by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject (i) Cause, and will cause each of their Subsidiaries (other than a Foreign Subsidiary, except to subpart the extent provided in subsection (bc) below, if any Credit Party acquiresand Non-Wholly-Owned Entities) to cause, owns or holds an interest in any Real Property (A) all of their owned real properties with a fair market value greater than $500,000 and all other personal property located in excess the United States, and (B) all other material assets of $5,000,000 for any Real Property, the Borrower will promptly notify Borrowers and such Subsidiaries as are not covered by the original Security Documents and as may be reasonably requested by the Administrative Agent or the Required Lenders in writing their discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of such eventreal property, identifying the property title insured Liens in question and referring specifically to the rights favor of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 60 days following written request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of Security Documents or such other security agreements, assignmentspledge agreements, Mortgages mortgages or other similar collateral documents as the Administrative Agent deems reasonably appropriate or the Required Lenders shall request in its or their reasonable discretion (collectively, the “Additional Security Documents”). FurthermoreWith respect to any owned real property with a value greater than $500,000 located in the United States acquired by any Loan Party subsequent to the initial Borrowing Date, the Borrower or such other Credit Party shall Person will cause to be delivered to the Administrative Agent with respect to such opinions property, documents, instruments, including mortgages, deeds of local counseltrust, corporate resolutionsdeeds to secure debt, a Perfection Certificatetitle insurance policies, surveys, flood hazard certifications, environmental reports and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinderlegal opinions, all of which documents shall be in form form, content and substance scope reasonably satisfactory to the Administrative AgentAgent and the Required Lenders. Notwithstanding In furtherance of the foregoing terms of this Section 5.11, each Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by any Loan Party of any owned real property located in the United States having a value greater than $500,000, setting forth in reasonable detail the location and a description of the asset(s) so acquired. Without limiting the generality of the foregoing, Holdings and the Borrowers will cause, and will cause each of their respective Subsidiaries to cause, 100% of the issued and outstanding Capital Stock of all Domestic Subsidiaries owned by Holdings, the Borrowers or any other Subsidiary (other than the Capital Stock of Subsidiaries that constitute Non-Wholly Owned Entities not owned by the Loan Parties and the Capital Stock of Service America/National Business Services Enterprises Joint Venture and Service America Corporation -Service Systems Associates), and 65% of the issued and outstanding Capital Stock of all First Tier Foreign Subsidiaries (except as provided in subsection (c) below) owned by Holdings, the Borrowers or any Domestic Subsidiary, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered pursuant to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact terms and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence conditions of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).Security Documents

Additional Security. Subject to subpart (b) below, (i) in the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower or by any Domestic Subsidiary thereof, the Borrower shall, or shall cause such Domestic Subsidiary to, deliver, 65% of the Equity Interests designated as voting and 100% of the Equity Interests designated as non-voting in such first-tier Foreign Subsidiary, in each case, held by the Borrower or any Guarantor, to be subject at all times to a first priority, perfected Lien (except for Permitted Liens) in favor of the Administrative Agent, pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request, within 60 days following request by the Administrative Agent; or (ii) if any Domestic Credit Party acquires, owns or holds any Domestic Subsidiary or an interest in any Real Property securities, instruments or other personal property which is not already subject to the Lien granted in the Security Agreement and which is required to become subject to the Security Documents in accordance with a fair market value in excess of $5,000,000 for any Real Propertythe terms thereof, the Borrower will promptly notify the Administrative Agent in writing of such eventevent as required under the Security Documents, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this SectionSection and the relevant Security Document, and the Credit Party will, or will cause such Subsidiary to, within 60 30 days following written request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”)) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a Perfection Certificate, consents of landlords, Landlord’s Agreements and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject to subpart (b) below, if If any Credit Party acquires, owns or holds an (i) acquires after the Closing Date a fee owned interest in any Real Property with a fair market value in excess of $5,000,000 250,000 for any Real PropertyProperty and $1,000,000 in the aggregate for all fee owned Real Properties not covered by a Mortgage (in each case, with fair market value determined at the time of acquisition and agreed to by the Administrative Agent), or any personal property that is not at the time included in the Collateral, or (ii) acquires after the Closing Date a Leasehold interest in any Real Property (or amends, renews or otherwise modifies a Leasehold interest in any Real Property existing on the Closing Date as contemplated in Section 6.11) where the annual rental payments are in excess of $100,000 per year, for which a Mortgage on such Real Property is not prohibited and the mortgage of which does not require landlord consent, then, in each case, the Borrower Borrowers will promptly 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, and the Credit Party will, or will cause such Subsidiary to, within 60 30 days following written request by the Administrative Agent (or such later date approved by the Administrative Agent), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”)) or a joinder in any existing Security Document. Furthermore, the such Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a Perfection Certificate, Certificate and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject in the case of any Non-U.S. Assets (as defined in the Agreed Security Principles) to the Agreed Security Principles and subpart (b) below, if any Credit Party acquires, owns or holds an ownership interest in (i) any Real Property with on which a Landing Site is located, to the extent that such Real Property has a fair market value in excess of $5,000,000 10,000,000 for any such Real PropertyProperty and $50,000,000 in the aggregate for all such owned Real Property not covered by a Mortgage (in each case, with fair market value determined at the time of acquisition and agreed to by the Administrative Agent), or (ii) any personal property that is not at the time included in the Collateral, the U.S. Borrower will will, in the case of each of clauses (i) and (ii) above, promptly 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, and the applicable Credit Party will, or will cause such Subsidiary to, within 60 days (or within 120 days in the case of any owned Real Property located in the United States, or within 150 days in the case of any owned Real Property located in a jurisdiction other than the United States) following written request by the Administrative AgentAgent (or such later date as the Administrative Agent agrees to in its reasonable discretion), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent reasonably deems reasonably appropriate (collectively, the “Additional Security Documents”)) or a joinder in any existing Security Document. Furthermore, the U.S. Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions (including any necessary member or shareholder resolutions), a Perfection Certificate, Certificate and other related documents (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with respect to each Mortgaged Real Property pursuant to Section 6.10(d)(ii) or 6.10(d)(iii) below, as applicable) as may be reasonably requested in writing by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayedb).

Additional Security. Subject (i) The Borrower will, and will cause each of its Subsidiaries which becomes a Subsidiary Guarantor to subpart cause, all or substantially all personal property (bother than any personal property expressly excluded from the definition of “Collateral” in the Security Agreement or other Collateral Document), to be subject at all times to perfected Liens in favor of the Collateral Agent pursuant to the Collateral Documents, or such other security agreements, pledge agreements, or similar collateral documents as the Collateral Agent shall reasonably request to create or perfect its Liens on the Collateral (collectively, the “Additional Collateral Documents”). If the Borrower or any of its Subsidiaries (other than an Excluded Subsidiary) below, if acquires any Credit Party acquires, owns or holds an interest in any owned Real Property with on or after the Closing Date having a fair market value in excess of $5,000,000 for any Real Property2,000,000, the Borrower will agrees to promptly notify (but in no event later than 120 days after the acquisition thereof) provide the Administrative Agent in writing with written notice of such eventacquisition, identifying setting forth in reasonable detail the property in question location and referring specifically to the rights a description of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 60 days following written request Real Property so acquired. If requested by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”). Furthermore, the Borrower or such other Credit Party shall the applicable Subsidiary Guarantor will cause to be delivered to the Administrative Collateral Agent with respect to such opinions of local counsel, corporate resolutionsReal Property, a Perfection CertificateMortgage or other appropriate instrument under applicable law sufficient to create a valid first priority Lien (except as otherwise permitted by the definition of Permitted Liens) of record on such Real Property including Surveys, Title Policies, local counsel opinions, flood insurance certificates, and other related documents customary instruments, certificates and documents, as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be are in form and substance reasonably satisfactory requested by the Collateral Agent. In addition, the Borrower will cause, and will cause each of its Subsidiaries that is or becomes a Subsidiary Guarantor to cause, 100% of the Equity Interests (other than (i) any Equity Interests in any non-wholly owned Subsidiary, but only to the Administrative Agent. Notwithstanding extent that (x) the foregoingOrganizational Documents or other agreements with other equity holders of such non-wholly owned Subsidiaries do not permit, or otherwise restrict, the Administrative Agent shall not enter into pledge of such Equity Interests, or (y) the pledge of such Equity Interests (including any Mortgage exercise of remedies) would result in respect a change of any real property acquired by control, repurchase obligation or other adverse consequence to the Borrower or a Subsidiary or (ii) any Equity Interests expressly excluded from the definition of “Collateral” in the Security Agreement or other Credit Party after the Closing Date until Collateral Document) owned by it of each of its respective direct and indirect Domestic Subsidiaries (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: other than any (i) a completed flood hazard determination from a third party vendor; CFC Holdco or (ii) if such real property is located in any Domestic Subsidiary of a “special flood hazard area”, CFC) (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed) and each of its respective Foreign Subsidiaries (that is not a CFC) or, with respect to each Foreign Subsidiary, directly owned by any Loan Party, that is a CFC or any Domestic Subsidiary, directly owned by any Loan Party, that is a CFC Holdco, 65% of each class of Equity Interests entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) and 100% of each class of Equity Interests of such Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject only to Permitted Liens described in Section 7.02(iii), (iv) or (xiv).

Additional Security. Subject to subpart (b) below, if If any Credit Party at any time acquires, owns or holds an interest in any Real Property with personal property of a fair market value type included in excess of $5,000,000 for any Real Propertythe Collateral that is not at the time included in the Collateral, the Borrower will promptly 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, and the Credit Party will, or will cause such Subsidiary to, within 60 days following written request by the Administrative Agent, to grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such personal property no later than fifty (50) days following the last day of the PAC REIT’s fiscal quarter during which such Credit Party has acquired or otherwise becomes the holder or owner of such personal property, or in the case of any Subsidiary that first becomes a Subsidiary Guarantor after the Closing Date pursuant to Section 6.09, also on the date that such Subsidiary becomes a Subsidiary Guarantor (each such date, the “Required Collateral Delivery Date”) (which in the case of (i) Equity Interests of a Real Estate Subsidiary owned by the Borrower or any other Subsidiary shall consist of a Lien on the maximum available percentage of such Equity Interests that can be pledged, taking into consideration the terms of any Property Senior Loan Documents into which such Real Estate Subsidiary intends to enter within 30 days (or such personal property longer period as the Administrative Agent may agree) of such Required Collateral Delivery Date), but not less than a pledge of 49% of such the Equity Interests issued by such Real Estate Subsidiary, (ii) Equity Interests of any Subsidiary that is not a Real Estate Subsidiary owned by the Borrower or any other Subsidiary shall consist of a Lien on 100% of such Equity Interests, and (iii) Mezzanine Loan Documentation or Notes Receivable Documentation shall consist of a Collateral Assignment of Loan Documents, unless in the case of each of clauses (i), (ii) and (iii), the Administrative Agent has waived in writing such requirement for a Lien with respect to any individual properties of the types described in the immediately preceding clauses (i) through (iii)), pursuant to the terms of such security agreements, pledge agreements, assignments, Mortgages Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”)) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent provisions of this Section 6.10(a) shall not enter into apply to (x) any Mortgage Equity Interests in respect of any real property acquired New Market-Xxxxxxxx owned by the Borrower PAC REIT or any other Credit Party after of its Subsidiaries, any Real Property of New Market-Xxxxxxxx, and any personal property and assets of New Market-Anderson, in each case, so long as the Closing Date until (1Xxxxxxxx Interim Loan Agreement is in effect; provided that upon termination of the Xxxxxxxx Interim Loan Agreement, this Section 6.10(a) the date that occurs 45 days after the Administrative Agent has delivered shall apply to the Lenders (which may be delivered electronically) property referenced in this sentence to the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”extent it would otherwise apply, (Ay) any Equity Interests in any Subsidiary that has been formed for a notification potential transaction but which does not yet own or hold any interest in any Real Property or personal property; provided that upon such a Subsidiary owning or holding an interest in any Real Property or personal property, this Section 6.10(a) shall apply, and (z) any Equity Interests in any Subsidiary whose assets consist solely of Equity Interests in another Subsidiary. This Section shall also be subject to the Borrower (or applicable Credit Party) last sentence of that fact and (if Section 6.09, as applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject (i) The Borrower will, and will cause each of its Restricted Subsidiaries which becomes a Guarantor to subpart cause, all of its owned (bbut not leased) below, if any Credit Party acquires, owns or holds an interest in any Real Property Properties with a fair market value in excess of $5,000,000 for 3,000,000 hereafter acquired and all or substantially all personal property (other than any personal property expressly excluded from the definition of “Collateral” in the Security Agreement), in each case to the extent required by any Collateral Document, to be subject at all times to perfected and, in the case of owned (but not leased) Real Property, the Borrower will promptly notify the Administrative Agent title insured Liens in writing of such event, identifying the property in question and referring specifically to the rights favor of the Administrative Collateral Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 60 days following written request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of Collateral Documents, or such other security agreements, assignmentspledge agreements, Mortgages or other similar collateral documents as the Administrative Collateral Agent deems reasonably appropriate shall request in its sole reasonable discretion (collectively, the “Additional Security Collateral Documents”). FurthermoreWith respect to any owned (but not leased) Real Property having a fair market value in excess of $3,000,000 acquired by any Loan Party subsequent to the Closing Date, the Borrower or such other Credit Party shall Guarantor will cause to be delivered to the Administrative Collateral Agent with respect to such opinions of local counsel, corporate resolutionsowned (but not leased) Real Property, a Perfection CertificateMortgage or other appropriate instruments under applicable law sufficient to create a valid first priority Lien of record on such Real Property including, and other related documents as may be to the extent reasonably requested by the Administrative Agent in connection with the executionAgent, delivery Surveys, Title Policies, local counsel opin- ions, life-of-loan flood insurance certificates, flood insurance certificates, and recording of any such Additional Security Document or joinderother instruments, all of which documents shall be certificates and documents, as are in form and substance reasonably satisfactory requested by the Collateral Agent. In furtherance of the foregoing terms of this Section 6.12, the Borrower agrees to promptly, within 30 days provide the Administrative Agent with written notice of the acquisition by the Borrower or any Guarantor of any owned (but not leased) Real Property having a market value greater than $3,000,000 setting forth in reasonable detail the location and a description of the Real Property so acquired. Without limiting the generality of the foregoing, the Borrower will cause, and will cause each of its Restricted Subsidiaries that is or becomes a Guarantor to cause, 100% of the Equity Interests owned by them of each of their respective direct and indirect Wholly Owned Domestic Subsidiaries that are not Unrestricted Subsidiaries, or (x) 65% of such Equity Interests, if such Subsidiary is a direct Restricted Foreign Subsidiary of a Loan Party, or (y) to the Administrative extent not prohibited by the terms of any Organization Document or other agreement governing a Permitted Joint Venture, or non-Wholly Owned Subsidiary such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and non-Wholly Owned Subsidiaries other than, in each case, Unrestricted Subsidiaries (so long as any such agreement governing a Permitted Joint Venture or such non-Wholly Owned Subsidiary’s Organization Documents have not been modified to so preclude such pledge in contemplation of such Person becoming a Subsidiary)) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject only to Permitted Liens described in Sections 7.02(iii), (iv), (v) and (xv). Notwithstanding the foregoing, the Administrative Agent Liens granted pursuant to this Section 6.12 shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered be subject to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact exceptions and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available limitations consistent with those set forth in the community in which such real property is locatedSecurity Agreements with respect to Collateral thereunder (including, evidence without limitation, excluding from the definition of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not Collateral certain assets subject to be unreasonably conditioned, withheld or delayedLiens permitted under Section 7.02(xvi)).

Additional Security. Subject (i) The Borrower will, and will cause each of its Restricted Subsidiaries which becomes a Guarantor to subpart cause, all of its owned (bbut not leased) below, if any Credit Party acquires, owns or holds an interest in any Real Property Properties with a fair market value in excess of $5,000,000 for 3,000,000 hereafter acquired and all or substantially all personal property (other than any personal property expressly excluded from the definition of “Collateral” in the Security Agreement), in each case to the extent required by any Collateral Document, to be subject at all times to perfected and, in the case of owned (but not leased) Real Property, the Borrower will promptly notify the Administrative Agent title insured Liens in writing of such event, identifying the property in question and referring specifically to the rights favor of the Administrative Collateral Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 60 days following written request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of Collateral Documents, or such other security agreements, assignmentspledge agreements, Mortgages or other similar collateral documents as the Administrative Collateral Agent deems reasonably appropriate shall request in its sole reasonable discretion (collectively, the “Additional Security Collateral Documents”). FurthermoreWith respect to any owned (but not leased) Real Property having a fair market value in excess of $3,000,000 acquired by any Loan Party subsequent to the Closing Date, the Borrower or such other Credit Party shall Guarantor will cause to be delivered to the Administrative Collateral Agent with respect to such opinions of local counsel, corporate resolutionsowned (but not leased) Real Property, a Perfection CertificateMortgage or other appropriate instruments under applicable law sufficient to create a valid first priority Lien of record on such Real Property including, and other related documents as may be to the extent reasonably requested by the Administrative Agent in connection with the executionAgent, delivery Surveys, Title Policies, local counsel opinions, life-of-loan flood insurance certificates, flood insurance certificates, and recording of any such Additional Security Document or joinderother instruments, all of which documents shall be certificates and documents, as are in form and substance reasonably satisfactory requested by the Collateral Agent. In furtherance of the foregoing terms of this Section 6.12, the Borrower agrees to promptly, within 30 days provide the Administrative Agent with written notice of the acquisition by the Borrower or any Guarantor of any owned (but not leased) Real Property having a market value greater than $3,000,000 setting forth in reasonable detail the location and a description of the Real Property so acquired. Without limiting the generality of the foregoing, the Borrower will cause, and will cause each of its Restricted Subsidiaries that is or becomes a Guarantor to cause, 100% of the Equity Interests owned by them of each of their respective direct and indirect Wholly Owned Domestic Subsidiaries that are not Unrestricted Subsidiaries, or (x) 65% of the voting Equity Interests (within the meaning of Treasury Regulation § 1.956-2(c)(2)) and 100% of the non-voting Equity Interests, if such Subsidiary is a direct Restricted Foreign Subsidiary of a Loan Party, or (y) to the Administrative extent not prohibited by the terms of any Organization Document or other agreement governing a Permitted Joint Venture, or non-Wholly Owned Subsidiary such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and non-Wholly Owned Subsidiaries other than, in each case, Unrestricted Subsidiaries (so long as any such agreement governing a Permitted Joint Venture or such non-Wholly Owned Subsidiary’s Organization Documents have not been modified to so preclude such pledge in contemplation of such Person becoming a Subsidiary)) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject only to Permitted Liens described in Sections 7.02(ii), (iii), (iv) and (xiv). Notwithstanding the foregoing, the Administrative Agent Liens granted pursuant to this Section 6.12 shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered be subject to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact exceptions and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available limitations consistent with those set forth in the community in which such real property is locatedSecurity Agreements with respect to Collateral thereunder (including, evidence without limitation, excluding from the definition of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not “Collateral” certain assets subject to be unreasonably conditioned, withheld or delayedLiens permitted under Section 7.02(xv)).

Additional Security. Subject in the case of any Non-U.S. Assets (as defined in the Agreed Security Principles) to the Agreed Security Principles and subpart (b) below, if any Credit Party acquires, owns or holds an a fee simple ownership interest in (i) any Real Property with on which a Landing Site is located, to the extent that such Real Property has a fair market value in excess of $5,000,000 10,000,000 for any such Real PropertyProperty and $50,000,000 in the aggregate for all such owned Real Property not covered by a Mortgage (in each case, with fair market value determined at the time of acquisition and agreed to by the Required Lenders), or (ii) any personal property that is not at the time included in the Collateral, the Borrower will will, in the case of each of clauses (i) and (ii) above, promptly 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, and the applicable Credit Party will, or will cause such Subsidiary to, within 60 days (or within 120 days in the case of any owned Real Property located in the United States, or within 150 days in the case of any owned Real Property located in a jurisdiction other than the United States) following written request by the Administrative AgentAgent (at the direction of the Required Lenders) (or such later date as the Administrative Agent (at the direction of the Required Lenders) agrees to in its reasonable discretion), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems Required Lenders reasonably deem appropriate (collectively, the “Additional Security Documents”)) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions (including any necessary member or shareholder resolutions, a Perfection Certificate, ) and other related documents (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with respect to each Mortgaged Real Property pursuant to Section 6.10(d)(ii) or 6.10(d)(iii) below, as applicable) as may be reasonably requested in writing by the Administrative Agent Required Lenders in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding Agent and the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)Required Lenders.

Additional Security. Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in (i) any Real Property with on which a Landing Site is located, to the extent that such Real Property has a fair market value in excess of $5,000,000 for any such Real PropertyProperty and $10,000,000 in the aggregate for all such Real Property not covered by a Mortgage (in each case, with fair market value determined at the time of acquisition and agreed to by the Administrative Agent), or (ii) any personal property that is not at the time included in the Collateral, the Borrower will will, in the case of each of clauses (i) and (ii) above, promptly 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, and the applicable Credit Party will, or will cause such Subsidiary to, within 60 days (or within 120 days in the case of any Real Property located in the United States, or within 150 days in the case of any Real Property located in a jurisdiction other than the United States) following written request by the Administrative AgentAgent (or such later date as the Administrative Agent agrees to in its reasonable discretion), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent reasonably deems reasonably appropriate (collectively, the “Additional Security Documents”)) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions (including, without limitation, any necessary member or shareholder resolutions), a Perfection Certificate, Certificate and other related documents (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with respect to each Mortgaged Real Property pursuant to Section 6.10(d)(ii) or 6.10(d)(iii) below, as applicable) as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. (i) Subject to subpart clause (b) below, if any Credit Party acquires, owns or holds an interest in any personal property or fee-owned Real Property with a fair market value not (x) constituting Excluded Real Property 146 or Excluded Collateral and (y) at the time included in excess of $5,000,000 for any Real Propertythe Collateral, the Parent Borrower will promptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree in its reasonable discretion)) 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 Collateral Agent and the Lenders Secured Creditors under this SectionSection 6.10, and and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 60 ninety (90) days (or such longer period as the Administrative Agent may agree in its reasonable discretion), following written request by the Administrative Agent and/or the Collateral Agent, (I) grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems reasonably appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Additional Security Documents”) and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the Administrative Agent or the Collateral Agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel), corporate resolutions, a Perfection Certificate, counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property with not (i) constituting Excluded Real Property or Excluded Collateral and (ii) at the time included in the Collateral and subject to a fair market value in excess of $5,000,000 for any Real PropertyMortgage, the Parent Borrower will promptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) 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 Collateral Agent and the Lenders Secured Creditors under this SectionSection 6.10, and and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 60 ninety (90) days or such longer period as the Administrative Agent may agree, following written request by the Administrative Agent and/or the Collateral Agent, (x) grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems reasonably appropriate (collectively, the “Additional Security Documents”) or execute and deliver a joinder to each applicable existing Security Document and (y) take whatever action the agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel), corporate resolutions, a Perfection Certificate, counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. (i) Subject to subpart subpartclause (b) below, if any Credit Party acquires, owns or holds an interest in any personal property or fee-owned Real Property with not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the time included in the Collateral and subject to a fair market value in excess of $5,000,000 for any Real PropertyMortgage, the Parent Borrower will promptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree in its reasonable discretion)) 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 Collateral Agent and the Lenders Secured Creditors under this SectionSection 6.10, and and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 60 ninety (90) days (or such longer period as the Administrative Agent may agree in its reasonable discretion), following written request by the Administrative Agent and/or the Collateral Agent, (I) grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems reasonably appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Additional Security Documents”) and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the agentAdministrative Agent or the Collateral Agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel), corporate resolutions, a Perfection Certificate, counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property with a purchase price (in the case of after acquired real property) or fair market value (with fair market value as reasonably determined by the Parent Borrower as of the later of the Closing Date or the date upon which such Real Property was acquired by such Credit Party and reasonably agreed to by the Administrative Agent) in excess of $5,000,000 10.0 million for any Real PropertyProperty not covered by a Mortgage, or any personal property that is not at the time included in the Collateral and that is not then Excluded Collateral, the Parent Borrower will promptly (and in any event within 30 days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) 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 Collateral Agent and the Lenders Secured Creditors under this SectionSection 6.10, and and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 60 90 days or such longer period as the Administrative Agent may agree, following written request by the Administrative Agent and/or the Collateral Agent, (i) grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent deems reasonably appropriate (collectively, the “Additional Security Documents”) or execute and deliver a joinder to each applicable existing Security Document and (ii) take whatever action the agent reasonable requests (including the recording of mortgages, the filing of UCC or PPSA financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of local counsel, corporate resolutions, a Perfection Certificate, counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property with a fair market value purchase price (in the case of after acquired real property) or Fair Market Value (with Fair Market Value determined as of the later of the Closing Date or the date upon which such Real Property was acquired by such Credit Party) in excess of $5,000,000 10.0 million for any Real PropertyProperty not covered by a Mortgage, or any personal property that is not at the time included in the Collateral and that is not then Excluded Collateral, the Parent Borrower will promptly (and in any event within 45 days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) 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 Collateral Agent and the Lenders Secured Creditors under this SectionSection 6.10, and and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 60 90 days or such longer period as the Administrative Agent may agree, following written request by the Administrative Agent and/or the Collateral Agent, (i) grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent deems reasonably appropriate (collectively, the “Additional Security Documents”) or execute and deliver a joinder to each applicable existing Security Document and (ii) take whatever action the agent reasonable requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of local counsel, corporate resolutions, a Perfection Certificate, counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject to subpart (b) belowbelow and excluding the Austin Property and any Real Property owned, leased or operated in connection with the Exit Strategy Program, if at any time after the Closing Date, any Credit Party acquires, owns or holds an interest in any Real Property with a fair market value in excess of $5,000,000 for (with fair market value determined at the time of acquisition and agreed to by the Administrative Agent), or any Real Propertypersonal property in excess of $500,000, in the aggregate, that is not at the time included in the Collateral, the Borrower will promptly 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, and the Credit Party will, or will cause such Subsidiary to, (i) within 60 days 15 Business Days following written request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property personal property, and (ii) Exhibit 10.14 within 30 days following request by the Administrative Agent (or such personal property later date to which the Administrative Agent may agree), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property; in each case pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”)) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a Perfection Certificate, consents of landlords, Landlord’s Agreements and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject in the case of any Non-U.S. Assets (as defined in the Agreed Security Principles) to the Agreed Security Principles and subpart (b) below, if any Credit Party acquires, owns or holds an a fee simple ownership interest in (i) any Real Property with on which a Landing Site is located, to the extent that such Real Property has a fair market value in excess of $5,000,000 10,000,000 for any such Real PropertyProperty and $50,000,000 in the aggregate for all such owned Real Property not covered by a Mortgage (in each case, with fair market value determined at the time of acquisition and agreed to by the Required Lenders), or (ii) any personal property that is not at the time included in the Collateral, the Borrower will will, in the case of each of clauses (i) and (ii) above, promptly 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, and the applicable Credit Party will, or will cause such Subsidiary to, within 60 days (or within 120 days in the case of any owned Real Property located in the United States, or within 150 days in the case of any owned Real Property located in a jurisdiction other than the United States) following written request by the Administrative AgentAgent (at the direction of the Required Lenders) (or such later date as the Administrative Agent (at the direction of the Required Lenders) agrees to in its reasonable discretion), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems Required Lenders reasonably deem appropriate (collectively, the “Additional Security Documents”)) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions (including any necessary member or shareholder resolutions, a Perfection Certificate, ) and other related documents (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with respect to each Mortgaged Real Property pursuant to Section 6.10(d)(ii) or 6.10(d)(iii) below, as applicable) as may be reasonably requested in writing by the Administrative Agent Required Lenders in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1b) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders [Reserved]. (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayedc).

Additional Security. Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any Real Property with a fair market value in excess of $5,000,000 for any Real Property, the The Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Sectionwill, and the Credit Party will, or will cause such Subsidiary each of its Subsidiaries to, within 60 days following written request by the Administrative Agent, grant to the Administrative Agent Agent, for the benefit of the Secured Creditors a Lien on Lenders, from time to time security interests, mortgages and other Liens in and upon such Real Property assets and properties of the Borrower or such personal property Subsidiary as are not covered by the Security Documents executed and delivered on the Closing Date or pursuant to Section 6.10 and as may be reasonably requested from time to time by the terms Required Lenders (including, without limitation, Liens on real property owned or leased by the Borrower or any of such its Subsidiaries, and Liens on assets acquired by the Borrower or a Subsidiary in connection with any Permitted Acquisition), but subject to the proviso at the end of Section 6.10. Such security agreementsinterests, assignmentsmortgages and Liens shall be granted pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and shall constitute valid and perfected security interests and Liens, Mortgages subject to no Liens other than Permitted Liens. Without limitation of the foregoing, (i) in connection with the grant of any Mortgage with respect to 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 Administrative Agent any environmental assessments, appraisals, surveys, title insurance and other matters or other documents as the Administrative Agent deems may reasonably appropriate request or as may be required under applicable banking laws and regulations, (collectively, the “Additional Security Documents”). Furthermore, ii) the Borrower will deliver to the Administrative Agent, not later than 30 days after the Closing Date, a Mortgage, policy of title insurance, survey and flood certification for the Borrower’s corporate headquarters property in Warsaw, Indiana in the manner provided in Section 4.1(a)(vi) and (iii) in the event that Ultrexx, Inc. elects to renew or such other Credit Party extend the lease agreement for its facility located in Avilla, Indiana or enter into a lease agreement for a new facility, then the Borrower shall cause to be delivered to the Administrative Agent a Mortgage with respect to such opinions of local counsel, corporate resolutions, a Perfection Certificate, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 leased parcel within 30 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”renewal, (A) a notification to the Borrower (extension or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available replacement lease in the community manner provided in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayedSection 4.1(a)(vi).

Additional Security. Subject in the case of any Non-U.S. Assets (as defined in the Agreed Security Principles) to the Agreed Security Principles and subpart (b) below, if any Credit Party acquires, owns or holds an a fee simple ownership interest in (i) any Real Property with on which a Landing Site is located, to the extent that such Real Property has a fair market value in excess of $5,000,000 10,000,000 for any such Real PropertyProperty and $50,000,000 in the aggregate for all such owned Real Property not covered by a Mortgage (in each case, with fair market value determined at the time of acquisition and agreed to by the Required Lenders), or (ii) any personal property that is not at the time included in the Collateral, the Borrower will will, in the case of each of clauses (i) and (ii) above, promptly 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, and the applicable Credit Party will, or will cause such Subsidiary to, within 60 days (or within 120 days in the case of any owned Real Property located in the United States, or within 150 days in the case of any owned Real Property located in a jurisdiction other than the United States) following written request by the Administrative AgentAgent (at the direction of the Required Lenders) (or such later date as the Administrative Agent (at the direction of the Required Lenders) agrees to in its reasonable discretion), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems Required Lenders reasonably deem appropriate (collectively, the “Additional Security Documents”)) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative #4848-6974-4858 Agent such opinions of local counsel, corporate resolutions (including any necessary member or shareholder resolutions, a Perfection Certificate, ) and other related documents (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with respect to each Mortgaged Real Property pursuant to Section 6.10(d)(ii) or 6.10(d)(iii) below, as applicable) as may be reasonably requested in writing by the Administrative Agent Required Lenders in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding Agent and the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)Required Lenders.

Additional Security. Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property not constituting Excluded Real Property or Excluded Collateral with a purchase price (in the case of after acquired real property) or Fair Market Value (with fair market value as reasonably determined by the Parent Borrower as of the later of the Closing Date or the date upon which such Real Property was acquired by such Credit Party and reasonably agreed to by the Administrative Agent) in excess of $5,000,000 15.0 million for any Real PropertyProperty not covered by a Mortgage, or any personal property that is not at the time included in the Collateral and that is not then Excluded Collateral, the Parent Borrower will promptly (and in any event within thirty (30) days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) 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 Collateral Agent and the Lenders Secured Creditors under this SectionSection 6.10, and and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 60 ninety (90) days or such longer period as the Administrative Agent may agree, following written request by the Administrative Agent and/or the Collateral Agent, (i) grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems reasonably appropriate (collectively, the “Additional Security Documents”) or execute and deliver a joinder to each applicable existing Security Document and (ii) take whatever action the agent reasonable requests (including the recording of mortgages, the filing of UCC or PPSA financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property. For the avoidance of doubt, the Collateral Agent is authorized to file UCC or PPSA financing statements at any time following the acquisition of such property to the extent constituting Collateral. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of local counsel, corporate resolutions, a Perfection Certificate, counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject to subpart (bi) belowUpon the formation or acquisition of any Subsidiary by the Company or any other TiVo Party otherwise permitted by the Loan Documents, if (ii) at any Credit Party acquirestime that the provisions contained in the agreements listed as items 24, owns 25 and 44 described on Schedule 5.23 hereof or holds an interest in any Real Property with a fair market value in excess of $5,000,000 for any Real Propertysimilar agreement permitted hereunder (together, the Borrower will promptly notify “Restrictive Agreements”) that restrict any Subsidiary of the Company from pledging any of its assets or guaranteeing any obligations of the Company shall have been eliminated or otherwise become inapplicable and (iii) with respect to any Foreign Subsidiary, at any time that there are no Adverse Tax Consequences (as defined below), (A) cause such Subsidiary to guarantee the obligations of the Company pursuant to a guaranty in form and substance satisfactory to the Administrative Agent and pledge security interests in writing of such event, identifying the property (in question form and referring specifically substance acceptable to the rights Administrative Agent) all of its property and assets including intellectual property (to the extent not restricted from being so pledged pursuant to any Restrictive Agreement) to the Administrative Agent as security for such guarantee, and (B) pledge security interests in favor of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 60 days following written request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”). Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a Perfection Certificate, and other related documents as may be reasonably requested by the Administrative Agent additional Collateral hereunder in connection with the execution, delivery and recording all Equity Interests of any such Additional Security Document Subsidiary (or joinderif such pledge would result in Adverse Tax Consequences, all of such lesser percentage in which documents shall a security interest may be granted without resulting in form and substance reasonably satisfactory Adverse Tax Consequences, it being understood that on the date hereof, such percentage is 65% with respect to the Administrative AgentCompany’s Foreign Subsidiaries). Notwithstanding the foregoing, even if the Administrative Agent Company is not then currently subject to any Restrictive Agreements, if the Company determines in the exercise of its reasonable business judgment that it is in the best interests of the Company in connection with the use and marketing of its trademarks and foreign intellectual property to cause any such Subsidiary to continue to hold such assets in a bankruptcy remote special purpose entity that is restricted from pledging any of such assets or guaranteeing any obligations of the Company, so long as no Event of Default or Potential Event of Default has occurred and is continuing, the Company shall not enter into any Mortgage be required to comply with the requirements set forth in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, clause (A) a notification of this Section 6.01(q). For purposes of this section, “Adverse Tax Consequences” means adverse tax consequences to the Borrower Company under Section 956 (or applicable Credit Partya successor provision) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)Internal Revenue Code.

Additional Security. Subject to subpart (b) below, if any Domestic Credit Party acquires, owns or holds an interest in any Real Property with a fair market value in excess of $5,000,000 for any Real Property, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Domestic Credit Party will, or will cause such Subsidiary to, within 60 days following written request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”). Furthermore, the Borrower or such other Domestic Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a Perfection Certificate, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Domestic Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Domestic Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Domestic Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).. 102

Additional Security. (i) Subject to subpart clause (b) below, if any Credit Party acquires, owns or holds an interest in any personal 172 property or fee-owned Real Property with a fair market value not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the time included in excess of $5,000,000 for any Real Propertythe Collateral, the Parent Borrower will promptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree in its reasonable discretion)) 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 Collateral Agent and the Lenders Secured Creditors under this SectionSection 6.10, and and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within 60 ninety (90) days (or such longer period as the Administrative Agent may agree in its reasonable discretion), following written request by the Administrative Agent and/or the Collateral Agent, (I) grant to the Administrative Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems reasonably appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Additional Security Documents”) and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the Administrative Agent or the Collateral Agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel), corporate resolutions, a Perfection Certificate, counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Additional Security. Subject (i) The Borrower will, and will cause each of its Subsidiaries which is, or becomes, a Subsidiary Guarantor to subpart cause, all or substantially all personal property (b) belowother than any personal property expressly excluded from the definition of “Collateral” in the Security Agreement or any other Collateral Document), if to be subject at all times to perfected Liens in favor of the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents, or such other security agreements, pledge agreements, or similar collateral documents as the Collateral Agent shall reasonably request to create or perfect its Liens on the Collateral (collectively, the “Additional Collateral Documents”). In the event that any Credit Loan Party acquires, owns or holds an interest in acquires any owned Real Property with after the Closing Date having a fair market value in excess of $5,000,000 for any Real Property[…***…], the Borrower will agrees to promptly notify (but in no event later than thirty (30) days after the acquisition thereof) provide the Administrative Agent in writing with written notice of such eventacquisition, identifying setting forth in reasonable detail the property in question location and referring specifically to the rights a description of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 60 days following written request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”)so acquired. Furthermore, the The Borrower or such other Credit Party shall the applicable Subsidiary Guarantor will cause to be delivered to the Administrative Collateral Agent with respect to such opinions of local counsel, corporate resolutionsReal Property, a Perfection CertificateMortgage or other appropriate instrument under applicable law sufficient to create a valid first priority Lien (except as otherwise permitted by the definition of Permitted Liens) of record on such Real Property, as well as Surveys, title insurance policies, local counsel opinions, flood insurance certificates, and other related documents customary instruments, certificates and documents, as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be are in form and substance reasonably satisfactory to requested by the Administrative Collateral Agent. Notwithstanding Without limiting the generality of the foregoing, the Administrative Agent shall not enter into Borrower will cause, and will cause each of its Subsidiaries that is or becomes a Subsidiary Guarantor to cause, 100% of the Equity Interests owned by them of each of their respective direct and indirect Domestic Subsidiaries (other than any Mortgage in (i) CFC Holdco or (ii) any Domestic Subsidiary of a CFC or a CFC Holdco) and, with respect to each Foreign Subsidiary that is a CFC or a CFC Holdco, 65% of any real property acquired each class of Equity Interests entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) directly owned by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect a Subsidiary Guarantor and 100% of each class of Equity Interests of such real property: CFC or CFC Holdco not entitled to vote (iwithin the meaning of Treasury Regulation Section 1.956-2(c)(2)) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt directly owned by the Borrower (or applicable Credit Party) a Subsidiary Guarantor, in each case, to be subject at all times to a first priority, perfected Lien in favor of such notice; and the Collateral Agent, subject only to Permitted Liens described in Section 7.02(ii), (iii), (iv), (xv), (xxiv) if such notice is required to be provided to the Borrower or (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayedxxv).. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 104

Additional Security. Subject in the case of any Non-U.S. Assets (as defined in the Agreed Security Principles) to the Agreed Security Principles and subpart (b) below, if any Credit Party acquires, owns or holds an ownership interest in (i) any Real Property with on which a Landing Site is located, to the extent that such Real Property has a fair market value in excess of $5,000,000 10,000,000 for any such Real PropertyProperty and $50,000,000 in the aggregate for all such owned Real Property not covered by a Mortgage (in each case, with fair market value determined at the time of acquisition and agreed to by the Administrative Agent), or (ii) any personal property that is not at the time included in the Collateral, the U.S. Borrower will will, in the case of each of clauses (i) and (ii) above, promptly 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, and the applicable Credit Party will, or will cause such Subsidiary to, within 60 days (or within 120 days in the case of any owned Real Property located in 115 the United States, or within 150 days in the case of any owned Real Property located in a jurisdiction other than the United States) following written request by the Administrative AgentAgent (or such later date as the Administrative Agent agrees to in its reasonable discretion), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent reasonably deems reasonably appropriate (collectively, the “Additional Security Documents”)) or a joinder in any existing Security Document. Furthermore, the U.S. Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions (including any necessary member or shareholder resolutions), a Perfection Certificate, Certificate and other related documents (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with respect to each Mortgaged Real Property pursuant to Section 6.10(d)(ii) or 6.10(d)(iii) below, as applicable) as may be reasonably requested in writing by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party) of such notice; and (iii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).