Common use of Additional Subsidiaries; Additional Security Clause in Contracts

Additional Subsidiaries; Additional Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary by any Relevant Party, then the Borrower shall, at the Borrower’s expense: (i) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary (other than an Excluded Subsidiary), cause such Restricted Subsidiary to duly execute and deliver to the Administrative Agent a Joinder Agreement and other Collateral Documents, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Borrower’s obligations under the Loan Documents and securing payment of all the Obligations of such Restricted Subsidiary under the Loan Documents with a lien on such Restricted Subsidiary’s personal property of the types covered by the Security Agreement; (ii) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary, take such actions, or cause the applicable Loan Party to take such actions, as may be necessary to ensure a valid first priority perfected Lien over 100% of the Equity Interests of such Restricted Subsidiary (unless such Equity Interests are Excluded Assets) held by the Borrower or the applicable Loan Party; and (iii) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of an opinion of counsel for the Loan Parties reasonably acceptable to the Administrative Agent relating to such Joinder Agreement and Collateral Documents as the Administrative Agent may reasonably request. (b) At any time upon the request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect, and preserve the Liens of the Collateral Documents; provided that, anything in this Agreement or any other Loan Document to the contrary notwithstanding, neither the Borrower nor any Restricted Subsidiary shall be required to (i) enter into control agreements with respect to any securities accounts, commodity accounts or uncertificated securities, (ii) make any filings in the United States Patent and Trademark Office, or any other office in any jurisdiction outside of the United States, in respect of any patents, trademarks or patent or trademark licenses, (iii) make any filings outside the United States in respect of any copyrights or copyright licenses or any filings in the United States Copyright office in respect of immaterial copyrights or copyright licenses, (iv) make any fixture filings other than in connection with a mortgage (other than any transmitting utility filings), (v) deliver any instruments or certificated securities or other collateral, other than instruments evidencing indebtedness to the extent that the face amount of any such instrument exceeds $10,000,000 and certificated securities constituting equity interests in direct or indirect Subsidiaries of the Borrower or (vi) except for control agreements with respect to deposit accounts or as provided in (v) above, take any action to cause the Administrative Agent to have “control” of any Collateral. (c) To the extent the Borrower or any Restricted Subsidiary (other than any Excluded Subsidiary) acquires, or to the extent that any Restricted Subsidiary that is formed or acquired by a Relevant Party owns or leases at the time of such acquisition or formation, any owned or leased Real Property or Easements (in the case of leased Real Property, only if leased from the WNR Group) (other than Excluded Assets), that individually or collectively as part of a Pipeline System exceed a fair market value (as reasonably determined by the Borrower) of $2,500,000, promptly, and in any event within sixty (60) days of such request (or such longer period as permitted by the Administrative Agent in its sole discretion), execute and deliver any and all instruments and documents necessary to grant Liens in such assets to the Administrative Agent for the benefit of the Secured Parties and take such other actions as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect and preserve such Liens required herein. With respect to any such owned and leased Real Property or Easements, promptly upon request by the Administrative Agent, or the Required Lenders through the Administrative Agent, deliver such other information, instruments and documents (including, without limitation, opinions of counsel and in the case of Real Property other than Real Property relating to pipelines and related Easements, lenders title policies, surveys, zoning reports and existing engineering and environmental assessment reports) as the Administrative Agent (or its counsel) may reasonably request in connection with the satisfaction of the requirements set forth in this Section 6.12, each in scope, amount, form and substance reasonably satisfactory to the Administrative Agent. (d) Notwithstanding the foregoing, the assets required to be pledged to the Administrative Agent under this Section shall not include Excluded Assets. (e) Notwithstanding the foregoing, (1) the Equity Interests required to be delivered pursuant to this Section 6.12 shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Closing Date and (2) no Foreign Subsidiary shall be required to take the actions specified in this Section 6.12; provided the exception set forth in clause (1) above shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier CFC representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the first-tier CFC’s Equity Interests not constituting Voting Stock, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 6.12(e).

Additional Subsidiaries; Additional Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary (other than an Excluded Subsidiary) by any Relevant Party, then the Borrower shall, at the Borrower’s expense: (i) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary (other than an Excluded Subsidiary), cause such Restricted Subsidiary to duly execute and deliver to the Administrative Agent a Joinder Agreement and other Collateral Documents, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Borrower’s obligations under the Loan Documents and securing payment of all the Obligations of such Restricted Subsidiary under the Loan Documents with a lien on such Restricted Subsidiary’s personal property (other than Excluded Assets) of the types covered by the Security Agreement; (ii) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary, take such actions, or cause the applicable Loan Party to take such actions, as may be necessary to ensure a valid first priority perfected Lien over 100% of the Equity Interests of such Restricted Subsidiary (unless such Equity Interests are Excluded Assets) held by the Borrower or the applicable Loan Party; and (iii) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisitionacquisition of such Restricted Subsidiary, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of an a customary opinion of counsel for the Loan Parties reasonably acceptable to the Administrative Agent relating to such Joinder Agreement and Collateral Documents as the Administrative Agent may reasonably request. (b) At any time upon the request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action action, consistent with the Loan Documents, as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect, and preserve the Liens of the Collateral Documents; provided that, anything in this Agreement or any other Loan Document to the contrary notwithstanding, neither the Borrower nor any Restricted Subsidiary shall be required to (i) enter into control agreements with respect to any securities accounts, commodity accounts or uncertificated securities, (ii) make take any filings in action with respect to assets located outside of the United States Patent and Trademark Officeor with respect to assets that require action under the laws of a jurisdiction other than the United States to create or perfect a security interest in such assets, or including, without limitation, making any other office filings in any jurisdiction outside of the United States, in respect of any patents, trademarks trademarks, copyrights or patent patent, trademark or trademark licensescopyright licenses (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than the United States), (iii) make any filings outside the United States in respect of any copyrights or copyright licenses or any filings in the United States Copyright office in respect of immaterial copyrights or copyright licenses, (iv) make any fixture filings other than in connection with a mortgage (other than any transmitting utility filings), (v) deliver any instruments or certificated securities or other collateral, other than instruments evidencing indebtedness to the extent that the face amount of any such instrument exceeds $10,000,000 and certificated securities constituting equity interests in direct or indirect Subsidiaries of the Borrower or Borrower, (viv) except for control agreements with respect to deposit accounts (other than Excluded Accounts) or as provided in clause (viv) above, take any action to cause the Administrative Agent to have “control” of any Collateral, (vi) take any action with respect to assets where the cost of obtaining or perfecting a security interest therein exceeds the practical benefit to the Lenders afforded thereby, in each case, as reasonably determined by the Administrative Agent and the Borrower and identified by the Administrative Agent to the Borrower in a written notice referencing this Section, (vii) obtain any consent of any Governmental Authority (including, without limitation, comply in any respect with the Federal Assignment of Claims Act or similar statute) in order to obtain or perfect any security interest or (viii) obtain any landlord estoppels and consents, landlord waivers or other bailee waivers except with respect to Real Property leased from a member of the PBF Energy Company Group. (c) To the extent the Borrower or any Restricted Subsidiary (other than any Excluded Subsidiary) acquires, or to the extent that any Restricted Subsidiary that is formed or acquired by a Relevant Party owns or leases at the time of such acquisition or formation, any owned or leased Real Property or Easements (in the case of leased Real Property, only if leased from the WNR PBF Energy Company Group) (other than Excluded Assets), that (i) individually or collectively as (ii) in the case of Pipeline Systems, one or more interests in Real Property or Easements that are part of a the same Pipeline System Systems, that collectively, in each case, exceed a fair market value (as reasonably determined by the Borrower) of $2,500,0007,500,000, promptly, and in any event within sixty ninety (6090) days of such request the relevant acquisition or formation of Real Property or Easements (or such longer period as permitted by the Administrative Agent in its sole discretion, it being understood that such ninety (90) day period shall be extended to the extent necessary to permit compliance with Section 6.18), execute and deliver any and all instruments and documents necessary to grant Liens in such assets to the Administrative Agent for the benefit of the Secured Parties and take such other actions as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect and preserve such Liens required herein. With respect to any such owned and leased Real Property or Easements, promptly upon request by the Administrative Agent, or the Required Lenders through the Administrative Agent, deliver such other information, instruments and documents (including, without limitation, customary opinions of counsel and in the case of Real Property other than Real Property relating to pipelines and related Easements, lenders title policies, surveys, zoning reports and existing engineering and environmental assessment reports) as the Administrative Agent (or its counsel) may reasonably request in connection with the satisfaction of the requirements set forth in this Section 6.12, each in scope, amount, form and substance reasonably satisfactory to the Administrative Agent. (d) Notwithstanding the foregoing, the assets required to be pledged to the Administrative Agent under this Section or under any other Loan Document shall not include Excluded Assets. (e) Notwithstanding the foregoing, (1) the Equity Interests required to be delivered pursuant to this Section 6.12 shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Closing Date and (2) no Foreign Subsidiary shall be required to take the actions specified in this Section 6.12; provided the exception set forth in clause (1) above shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier CFC Foreign Subsidiary representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the first-tier CFCForeign Subsidiary’s Equity Interests not constituting Voting Stock, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 6.12(e).

Additional Subsidiaries; Additional Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary (other than an Excluded Subsidiary) by any Relevant Party, then the Borrower shall, at the Borrower’s expense: (i) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary (other than an Excluded Subsidiary), cause such Restricted Subsidiary to duly execute and deliver to the Administrative Agent a Joinder Agreement and other Collateral Documents, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Borrower’s obligations under the Loan Documents and securing payment of all the Obligations of such Restricted Subsidiary under the Loan Documents with a lien on such Restricted Subsidiary’s personal property (other than Excluded Assets) of the types covered by the Security Agreement; (ii) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary, take such actions, or cause the applicable Loan Party to take such actions, as may be necessary to ensure a valid first priority perfected Lien over 100% of the Equity Interests of such Restricted Subsidiary (unless such Equity Interests are Excluded Assets) held by the Borrower or the applicable Loan Party; and (iii) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of an a customary opinion of counsel for the Loan Parties reasonably acceptable to the Administrative Agent relating to such Joinder Agreement and Collateral Documents as the Administrative Agent may reasonably request. (b) At any time upon the request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action action, consistent with the Loan Documents, as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect, and preserve the Liens of the Collateral Documents; provided that, anything in this Agreement or any other Loan Document to the contrary notwithstanding, neither the Borrower nor any Restricted Subsidiary shall be required to (i) enter into control agreements with respect to any securities accounts, commodity accounts or uncertificated securities, (ii) make take any filings in action with respect to assets located outside of the United States Patent and Trademark Officeor with respect to assets that require action under the laws of a jurisdiction other than the United States to create or perfect a security interest in such assets, or including, without limitation, making any other office filings in any jurisdiction outside of the United States, in respect of any patents, trademarks trademarks, copyrights or patent patent, trademark or trademark licensescopyright licenses (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than the United States), (iii) make any filings outside the United States in respect of any copyrights or copyright licenses or any filings in the United States Copyright office in respect of immaterial copyrights or copyright licenses, (iv) make any fixture filings other than in connection with a mortgage (other than any transmitting utility filings), (v) deliver any instruments or certificated securities or other collateral, other than instruments evidencing indebtedness to the extent that the face amount of any such instrument exceeds $10,000,000 and certificated securities constituting equity interests in direct or indirect Subsidiaries of the Borrower or Borrower, (viv) except for control agreements with respect to deposit accounts (other than Excluded Accounts) or as provided in clause (viv) above, take any action to cause the Administrative Agent to have “control” of any Collateral, (vi) take any action with respect to assets where the cost of obtaining or perfecting a security interest therein exceeds the practical benefit to the Lenders afforded thereby, in each case, as reasonably determined by the Administrative Agent and the Borrower and identified by the Administrative Agent to the Borrower in a written notice referencing this Section, (vii) obtain any consent of any Governmental Authority (including, without limitation, comply in any respect with the Federal Assignment of Claims Act or similar statute) in order to obtain or perfection any security interest or (viii) obtain any landlord estoppels and consents, landlord waivers or other bailee waivers except with respect to Real Property leased from a member of the PBF Energy Company Group. (c) To the extent the Borrower or any Restricted Subsidiary (other than any Excluded Subsidiary) acquires, or to the extent that any Restricted Subsidiary that is formed or acquired by a Relevant Party owns or leases at the time of such acquisition or formation, any owned or leased Real Property or Easements (in the case of leased Real Property, only if leased from the WNR PBF Energy Company Group) (other than Excluded Assets), that (i) individually or collectively as (ii) in the case of Pipeline Systems, one or more interests in Real Property or Easements that are part of a the same Pipeline System Systems, that collectively, in each case, exceed a fair market value (as reasonably determined by the Borrower) of $2,500,000, promptly, and in any event within sixty ninety (6090) days of such reasonable request (or such longer period as permitted by the Administrative Agent in its sole discretion), execute and deliver any and all instruments and documents necessary to grant Liens in such assets to the Administrative Agent for the benefit of the Secured Parties and take such other actions as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect and preserve such Liens required herein. With respect to any such owned and leased Real Property or Easements, promptly upon request by the Administrative Agent, or the Required Lenders through the Administrative Agent, deliver such other information, instruments and documents (including, without limitation, customary opinions of counsel and in the case of Real Property other than Real Property relating to pipelines and related Easements, lenders title policies, surveys, zoning reports and existing engineering and environmental assessment reports) as the Administrative Agent (or its counsel) may reasonably request in connection with the satisfaction of the requirements set forth in this Section 6.12, each in scope, amount, form and substance reasonably satisfactory to the Administrative Agent. (d) Notwithstanding the foregoing, the assets required to be pledged to the Administrative Agent under this Section or under any other Loan Document shall not include Excluded Assets. (e) Notwithstanding the foregoing, (1) the Equity Interests required to be delivered pursuant to this Section 6.12 shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Closing Date and (2) no Foreign Subsidiary shall be required to take the actions specified in this Section 6.12; provided the exception set forth in clause (1) above shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier CFC Foreign Subsidiary representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the first-tier CFCForeign Subsidiary’s Equity Interests not constituting Voting Stock, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 6.12(e).

Additional Subsidiaries; Additional Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary by any Relevant Party, then the Borrower shall, at the Borrower’s expense: (i) within thirty (30) 30 days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary (other than an Excluded Unrestricted Subsidiary), cause such Restricted Subsidiary to duly execute and deliver to the Administrative Agent a Joinder Agreement and other Collateral Documents, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent, Agent guaranteeing the Borrower’s obligations under the Loan Documents and securing payment of all the Obligations of such Restricted Subsidiary under the Loan Documents with a lien on such Restricted Subsidiary’s personal property of the types covered by the Security AgreementDocuments; (ii) within thirty (30) 30 days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary, take such actions, or cause the applicable Loan Party to take such actions, as may be necessary to ensure a valid first priority perfected Lien over 100% of the Equity Interests of such Restricted Subsidiary (unless such Equity Interests are Excluded Assets) held by the Borrower or the applicable Loan Party; and (iii) within thirty (30) 30 days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of an a favorable opinion of counsel for the Loan Parties reasonably acceptable to the Administrative Agent relating to such Joinder Agreement and Collateral Documents as the Administrative Agent may reasonably request. (b) At any time upon the request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect, and preserve the Liens of the Collateral Documents; provided that, anything in this Agreement or any other Loan Document to the contrary notwithstanding, neither the Borrower nor any Restricted Subsidiary shall be required to (i) enter into control agreements with respect to any securities accounts, commodity accounts or uncertificated securities, (ii) make any filings in the United States Patent and Trademark Office, or any other office in any jurisdiction outside of the United States, in respect of any patents, trademarks or patent or trademark licenses, (iii) make any filings outside the United States in respect of any copyrights or copyright licenses or any filings in the United States Copyright office in respect of immaterial copyrights or copyright licenses, (iv) make any fixture filings other than in connection with a mortgage (other than any transmitting utility filings), (v) deliver any instruments or certificated securities or other collateral, other than instruments evidencing indebtedness to the extent that the face amount of any such instrument exceeds $10,000,000 and certificated securities constituting equity interests in direct or indirect Subsidiaries of the Borrower or (vi) except for control agreements with respect to deposit accounts or as provided in (v) above, take any action to cause the Administrative Agent to have “control” of any Collateral. (c) To the extent the Borrower or any Restricted Subsidiary (other than any Excluded Unrestricted Subsidiary) acquires, or to the extent that (i) acquires any Restricted Subsidiary that is formed or acquired by a Relevant Party owns or leases at the time of such acquisition or formation, any owned or leased Real Property or Easements properties within thirty (in the case of leased Real Property, only if leased from the WNR Group) (other than Excluded Assets), that individually or collectively as part of a Pipeline System exceed a fair market value (as reasonably determined by the Borrower) of $2,500,000, promptly, and in any event within sixty (6030) days of such request acquisition (or such longer period as permitted by the Administrative Agent in its sole discretion)) or (ii) cannot provide the certification that the Mortgage Requirement is then satisfied as contemplated by Section 6.02(a)(i) promptly, execute and deliver any and all instruments and documents necessary to grant Liens in such assets to the Administrative Agent for the benefit of the Secured Parties to the extent necessary to satisfy the Mortgage Requirement and take such other actions as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect and preserve such Liens required herein. With respect In connection with the delivery of any Mortgages to any such owned and leased Real Property or Easements, promptly upon request by the Administrative AgentAgent as required under this Agreement, or as promptly as practicable after the Required Lenders through reasonable request of the Administrative Agent, deliver such other information, instruments and documents (including, without limitation, opinions of counsel and in to the case of Administrative Agent Real Property other than Real Property relating to pipelines and related Easementstitle reports, lenders title policies, surveys, zoning reports and existing engineering and environmental assessment reports) as reports and opinions of counsel to the Administrative Agent (or its counsel) may reasonably request in connection with the satisfaction of the requirements set forth in this Section 6.12Loan Parties, each in scope, amount, form and substance reasonably satisfactory to the Administrative Agent. (d) Notwithstanding the foregoing, the assets required to be pledged to the Administrative Agent under this Section shall need not include Excluded Assets. (e) Notwithstanding the foregoing, (1) the Equity Interests required to be delivered pursuant to this Section 6.12 shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Closing Date and (2) no Foreign Subsidiary shall be required to take the actions specified in this Section 6.12; provided the exception set forth in clause (1) above shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier CFC representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the first-tier CFC’s Equity Interests not constituting Voting Stock, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 6.12(e).

Additional Subsidiaries; Additional Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary (other than an Excluded Subsidiary) by any Relevant Party, then the Borrower shall, at the Borrower’s expense: (i) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary (other than an Excluded Subsidiary), cause such Restricted Subsidiary to duly execute and deliver to the Administrative Agent a Joinder Agreement and other Collateral Documents, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Borrower’s obligations under the Loan Documents and securing payment of all the Obligations of such Restricted Subsidiary under the Loan Documents with a lien on such Restricted Subsidiary’s personal property (other than Excluded Assets) of the types covered by the Security Agreement; (ii) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary, take such actions, or cause the applicable Loan Party to take such actions, as may be necessary to ensure a valid first priority perfected Lien over 100% of the Equity Interests of such Restricted Subsidiary (unless such Equity Interests are Excluded Assets) held by the Borrower or the applicable Loan Party; and (iii) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of an a customary opinion of counsel for the Loan Parties reasonably acceptable to the Administrative Agent relating to such Joinder Agreement and Collateral Documents as the Administrative Agent may reasonably request. (b) At any time upon the request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action action, consistent with the Loan Documents, as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect, and preserve the Liens of the Collateral Documents; provided that, anything in this Agreement or any other Loan Document to the contrary notwithstanding, neither the Borrower nor any Restricted Subsidiary shall be required to (i) enter into control agreements with respect to any securities accounts, commodity accounts or uncertificated securities, (ii) make take any filings in action with respect to assets located outside of the United States Patent and Trademark Officeor with respect to assets that require action under the laws of a jurisdiction other than the United States to create or perfect a security interest in such assets, or including, without limitation, making any other office filings in any jurisdiction outside of the United States, in respect of any patents, trademarks trademarks, copyrights or patent patent, trademark or trademark licensescopyright licenses (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than the United States), (iii) make any filings outside the United States in respect of any copyrights or copyright licenses or any filings in the United States Copyright office in respect of immaterial copyrights or copyright licenses, (iv) make any fixture filings other than in connection with a mortgage (other than any transmitting utility filings), (v) deliver any instruments or certificated securities or other collateral, other than instruments evidencing indebtedness to the extent that the face amount of any such instrument exceeds $10,000,000 and certificated securities constituting equity interests in direct or indirect Subsidiaries of the Borrower or Borrower, (viv) except for control agreements with respect to deposit accounts (other than Excluded Accounts) or as provided in clause (viv) above, take any action to cause the Administrative Agent to have “control” of any Collateral, (vi) take any action with respect to assets where the cost of obtaining or perfecting a security interest therein exceeds the practical benefit to the Lenders afforded thereby, in each case, as reasonably determined by the Administrative Agent and the Borrower and identified by the Administrative Agent to the Borrower in a written notice referencing this Section, (vii) obtain any consent of any Governmental Authority (including, without limitation, comply in any respect with the Federal Assignment of Claims Act or similar statute) in order to obtain or perfection any security interest or (viii) obtain any landlord estoppels and consents, landlord waivers or other bailee waivers except with respect to Real Property leased from a member of the PBF Energy Company Group. (c) To the extent the Borrower or any Restricted Subsidiary (other than any Excluded Subsidiary) acquires, or to the extent that any Restricted Subsidiary that is formed or acquired by a Relevant Party owns or leases at the time of such acquisition or formation, any owned or leased Real Property or Easements (in the case of leased Real Property, only if leased from the WNR PBF Energy Company Group) (other than Excluded Assets), that individually (and in the case of Pipeline Systems, one or collectively as more interests in Real Property or Easements that are part of a the same Pipeline System Systems, that collectively exceed a fair market value (as reasonably determined by the Borrower) of $2,500,000, promptly, and in any event within sixty ninety (6090) days of such reasonable request (or such longer period as permitted by the Administrative Agent in its sole discretion), execute and deliver any and all instruments and documents necessary to grant Liens in such assets to the Administrative Agent for the benefit of the Secured Parties and take such other actions as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect and preserve such Liens required herein. With respect to any such owned and leased Real Property or Easements, promptly upon request by the Administrative Agent, or the Required Lenders through the Administrative Agent, deliver such other information, instruments and documents (including, without limitation, customary opinions of counsel and in the case of Real Property other than Real Property relating to pipelines and related Easements, lenders title policies, surveys, zoning reports and existing engineering and environmental assessment reports) as the Administrative Agent (or its counsel) may reasonably request in connection with the satisfaction of the requirements set forth in this Section 6.12, each in scope, amount, form and substance reasonably satisfactory to the Administrative Agent. (d) Notwithstanding the foregoing, the assets required to be pledged to the Administrative Agent under this Section or under any other Loan Document shall not include Excluded Assets. (e) Notwithstanding the foregoing, (1) the Equity Interests required to be delivered pursuant to this Section 6.12 shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Closing Date and (2) no Foreign Subsidiary shall be required to take the actions specified in this Section 6.12; provided the exception set forth in clause (1) above shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier CFC Foreign Subsidiary representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the first-tier CFCForeign Subsidiary’s Equity Interests not constituting Voting Stock, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 6.12(e).

Additional Subsidiaries; Additional Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary by any Relevant Party, then the Borrower shall, at the Borrower’s expense: (i) within thirty (30) 30 days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary (other than an Excluded Unrestricted Subsidiary), cause such Restricted Subsidiary to duly execute and deliver to the Administrative Agent a Joinder Agreement and other Collateral Documents, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent, Agent guaranteeing the Borrower’s obligations under the Loan Documents and securing payment of all the Obligations of such Restricted Subsidiary under the Loan Documents with a lien on such Restricted Subsidiary’s personal property of the types covered by the Security AgreementDocuments; (ii) within thirty (30) 30 days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary, take such actions, or cause the applicable Loan Party to take such actions, as may be necessary to ensure a valid first priority perfected Lien over 100% of the Equity Interests of such Restricted Subsidiary (unless such Equity Interests are Excluded Assets) held by the Borrower or the applicable Loan Party; and (iii) within thirty (30) 30 days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of an a favorable opinion of counsel for the Loan Parties reasonably acceptable to the Administrative Agent relating to such Joinder Agreement and Collateral Documents as the Administrative Agent may reasonably request. (b) At any time upon the request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect, and preserve the Liens of the Collateral Documents; provided that, anything in this Agreement or any other Loan Document to the contrary notwithstanding, neither the Borrower nor any Restricted Subsidiary shall be required to (i) enter into control agreements with respect to any securities accounts, commodity accounts or uncertificated securities, (ii) make any filings in the United States Patent and Trademark Office, or any other office in any jurisdiction outside of the United States, in respect of any patents, trademarks or patent or trademark licenses, (iii) make any filings outside the United States in respect of any copyrights or copyright licenses or any filings in the United States Copyright office in respect of immaterial copyrights or copyright licenses, (iv) make any fixture filings other than in connection with a mortgage (other than any transmitting utility filings), (v) deliver any instruments or certificated securities or other collateral, other than instruments evidencing indebtedness to the extent that the face amount of any such instrument exceeds $10,000,000 and certificated securities constituting equity interests in direct or indirect Subsidiaries of the Borrower or (vi) except for control agreements with respect to deposit accounts or as provided in (v) above, take any action to cause the Administrative Agent to have “control” of any Collateral. (c) To the extent the Borrower or any Restricted Subsidiary (other than any Excluded Unrestricted Subsidiary) acquires, or to the extent that acquires any Restricted Subsidiary that is formed or acquired by a Relevant Party owns or leases at the time of such acquisition or formation, any owned or leased Real Property or Easements properties within thirty (in the case of leased Real Property, only if leased from the WNR Group) (other than Excluded Assets), that individually or collectively as part of a Pipeline System exceed a fair market value (as reasonably determined by the Borrower) of $2,500,000, promptly, and in any event within sixty (6030) days of such request acquisition (or such longer period as permitted by the Administrative Agent in its sole discretion), execute and deliver any and all instruments and documents necessary to grant Liens in such assets to the Administrative Agent for the benefit of the Secured Parties to the extent necessary to satisfy the Mortgage Requirement and take such other actions as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect and preserve such Liens required herein. With respect In connection with the delivery of any Mortgages to any such owned and leased Real Property or Easements, promptly upon request by the Administrative AgentAgent as required under this Agreement, or as promptly as practicable after the Required Lenders through reasonable request of the Administrative Agent, deliver such other information, instruments and documents (including, without limitation, opinions of counsel and in to the case of Administrative Agent Real Property other than Real Property relating to pipelines and related Easementstitle reports, lenders title policies, surveys, zoning reports and existing engineering and environmental assessment reports) as reports and opinions of counsel to the Administrative Agent (or its counsel) may reasonably request in connection with the satisfaction of the requirements set forth in this Section 6.12Loan Parties, each in scope, amount, form and substance reasonably satisfactory to the Administrative Agent. (d) Notwithstanding the foregoing, the assets required to be pledged to the Administrative Agent under this Section shall need not include Excluded Assets. (e) Notwithstanding the foregoing, (1) the Equity Interests required to be delivered pursuant to this Section 6.12 shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Closing Date and (2) no Foreign Subsidiary shall be required to take the actions specified in this Section 6.12; provided the exception set forth in clause (1) above shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier CFC representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the first-tier CFC’s Equity Interests not constituting Voting Stock, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 6.12(e).

Additional Subsidiaries; Additional Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary by any Relevant Party, then the Borrower shall, at the Borrower’s 's expense: (i) within thirty (30) 30 days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary (other than an Excluded Unrestricted Subsidiary), cause such Restricted Subsidiary to duly execute and deliver to the Administrative Agent (A) if the applicable Collateral Release Date has not then occurred, a Joinder Agreement and other Collateral Documents, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing Agent Guaranteeing the Borrower’s obligations under the Loan Documents and securing payment of all the Obligations of such Restricted Subsidiary under the Loan Documents with and (B), if the applicable Collateral Release Date has then occurred, a lien on such Restricted Subsidiary’s personal property of Guaranty in form and substance reasonably satisfactory to the types covered by Administrative Agent, Guaranteeing the Security AgreementObligations under the Loan Documents; (ii) within thirty (30) 30 days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary, if the applicable Collateral Release Date has not then occurred, take such actions, or cause the applicable Loan Party to take such actions, as may be necessary to ensure a valid first priority perfected Lien over 100% of the Equity Interests of such Restricted Subsidiary (unless such Equity Interests are Excluded Assets) held by the Borrower or the applicable Loan Party; and (iii) within thirty (30) 30 days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of an a favorable opinion of counsel for the Loan Parties reasonably acceptable to the Administrative Agent relating to such Guaranty, Joinder Agreement and Collateral Documents as the Administrative Agent may reasonably request. (b) At If the applicable Collateral Release Date has not occurred, at any time upon the request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect, and preserve the Liens of the Collateral Documents; provided that, anything in this Agreement or any other Loan Document to the contrary notwithstanding, neither the Borrower nor any Restricted Subsidiary shall be required to (i) enter into control agreements with respect to any securities accounts, commodity accounts or uncertificated securities, (ii) make any filings in the United States Patent and Trademark Office, or any other office in any jurisdiction outside of the United States, in respect of any patents, trademarks or patent or trademark licenses, (iii) make any filings outside the United States in respect of any copyrights or copyright licenses or any filings in the United States Copyright office in respect of immaterial copyrights or copyright licenses, (iv) make any fixture filings other than in connection with a mortgage (other than any transmitting utility filings), (v) deliver any instruments or certificated securities or other collateral, other than instruments evidencing indebtedness to the extent that the face amount of any such instrument exceeds $10,000,000 and certificated securities constituting equity interests in direct or indirect Subsidiaries of the Borrower or (vi) except for control agreements with respect to deposit accounts or as provided in (v) above, take any action to cause the Administrative Agent to have “control” of any Collateral. (c) To the extent that the Administrative Agent determines, in its sole discretion, that any Building that is located on Real Property that is subject to (or is intended to be subject to) a Mortgage is material, upon the request of the Administrative Agent, (i) promptly provide the Administrative Agent (for distribution to the Lenders) such information as the Administrative Agent (on behalf of itself or any Lender) may reasonably request in order for the Administrative Agent (or such Lender) to obtain a standard life of loan flood hazard determination form for such property and otherwise confirm compliance with the Flood Insurance Laws and (ii) subject to compliance with Section 6.18, execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in order to xxxxx x Xxxx on such Building (which may include supplementing existing Collateral Documents) and/or perfect, protect, and preserve a Lien on such Building. (d) If the applicable Collateral Release Date has not occurred, to the extent the Borrower or any Restricted Subsidiary (other than any Excluded Unrestricted Subsidiary) acquires, or to the extent that (i) acquires any Restricted Subsidiary that is formed or acquired by a Relevant Party owns or leases at the time of such acquisition or formation, any owned or leased Real Property or Easements properties within thirty (in the case of leased Real Property, only if leased from the WNR Group) (other than Excluded Assets), that individually or collectively as part of a Pipeline System exceed a fair market value (as reasonably determined by the Borrower) of $2,500,000, promptly, and in any event within sixty (6030) days of such request acquisition (or such longer period as permitted by the Administrative Agent in its sole discretion)) or (ii) cannot provide the certification that the Mortgage Requirement is then satisfied as contemplated by Section 6.02(a)(i) promptly, execute and deliver any and all instruments and documents necessary to grant Liens in such assets to the Administrative Agent for the benefit of the Secured Parties to the extent necessary to satisfy the Mortgage Requirement and take such other actions as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect and preserve such Liens required herein. With respect In connection with the delivery of any Mortgages to any such owned and leased Real Property or Easements, promptly upon request by the Administrative AgentAgent as required under this Agreement, or as promptly as practicable after the Required Lenders through reasonable request of the Administrative Agent, deliver such other information, instruments and documents (including, without limitation, opinions of counsel and in to the case of Administrative Agent Real Property other than Real Property relating to pipelines and related Easementstitle reports, lenders title policies, surveys, zoning reports and existing engineering and environmental assessment reports) as reports and opinions of counsel to the Administrative Agent (or its counsel) may reasonably request in connection with the satisfaction of the requirements set forth in this Section 6.12Loan Parties, each in scope, amount, form and substance reasonably satisfactory to the Administrative Agent. (de) Within 60 days (or such longer period as permitted by the Administrative Agent in its sole discretion, it being understood that such 60-day period shall be extended to permit compliance with Section 6.18) of the Borrower’s delivery to the Administrative Agent of a certificate of a Responsible Officer providing notice of its election to exit an Investment Grade Period pursuant to “Investment Grade Period”, the Borrower shall, and shall cause each Subsidiary (other than an Unrestricted Subsidiary) to, at the Borrower’s expense, duly execute and deliver to the Administrative Agent: (i) the Security Agreement (as requested by, and in form and substance satisfactory to, the Administrative Agent), Guaranteeing the Borrower’s obligations under the Loan Documents and securing payment of all the Obligations under the Loan Documents, together with: (A) the certificates, if any, representing pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank and the instruments, if any, evidencing pledged Indebtedness indorsed in blank; (B) proper financing statements (including transmitting utility financing statements, as appropriate), or amendments thereto, in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement; (C) completed requests for information, dated on or before the date of such Security Agreement, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements; (D) the control agreements (as requested by and in form and substance satisfactory to, the Administrative Agent) as referred to in the Security Agreement and duly executed by the appropriate parties; and (E) evidence that all other action that (i) the Administrative Agent may deem necessary or desirable has been taken to grant a legal, valid and enforceable first priority Lien (subject to Permitted Encumbrances) on all right, title and interest of the respective Loan Parties in Collateral of substantially the same scope (mutatis mutandis to give effect to changes in property) as the Collateral immediately prior to the most recent Investment Grade Period and (ii) the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements, if applicable); (ii) Mortgages (as requested by, and in form and substance satisfactory to, the Administrative Agent) covering all Real Property and Easements of the Loan Parties to the extent required to satisfy the Mortgage Requirement, duly executed, acknowledged and delivered by the appropriate Loan Parties and in the form of Exhibit H (or as may otherwise be mutually agreed between the Borrower and the Administrative Agent); (iii) intellectual property security agreements (as requested by and in form and substance satisfactory to, the Administrative Agent), duly executed, acknowledged and delivered by the appropriate Loan Parties and in form suitable for filing or recording with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, in order to create a valid first and subsisting Lien (subject to Permitted Encumbrances) on the intellectual property described therein in favor of the Administrative Agent for the benefit of the Secured Parties; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) upon the request of the Administrative Agent in its reasonable discretion, a signed copy of a favorable opinion of counsel for the Loan Parties acceptable to the Administrative Agent relating to such Collateral Documents as the Administrative Agent may reasonably request; (vi) one or more certificates attesting to the Solvency of the Loan Parties on a consolidated basis, from the Borrower's chief financial officer; and (vii) a duly executed and completed Perfection Certificate, in substance reasonably satisfactory to the Administrative Agent; and (f) Notwithstanding the foregoing, the assets required to be pledged to the Administrative Agent under this Section shall need not include Excluded Assets. (e) Notwithstanding the foregoing, (1) the Equity Interests required to be delivered pursuant to this Section 6.12 shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Closing Date and (2) no Foreign Subsidiary shall be required to take the actions specified in this Section 6.12; provided the exception set forth in clause (1) above shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier CFC representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the first-tier CFC’s Equity Interests not constituting Voting Stock, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 6.12(e).

Additional Subsidiaries; Additional Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary by any Relevant Party, then the Borrower shall, at the Borrower’s expense: (i) within thirty (30) 30 days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary (other than an Excluded Unrestricted Subsidiary), cause such Restricted Subsidiary to duly execute and deliver to the Administrative Agent a Joinder Agreement and other Collateral Documents, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent, Agent guaranteeing the Borrower’s obligations under the Loan Documents and securing payment of all the Obligations of such Restricted Subsidiary under the Loan Documents with a lien on such Restricted Subsidiary’s personal property of the types covered by the Security AgreementDocuments; (ii) within thirty (30) 30 days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition of such Restricted Subsidiary, take such actions, or cause the applicable Loan Party to take such actions, as may be necessary to ensure a valid first priority perfected Lien over 100% of the Equity Interests of such Restricted Subsidiary (unless such Equity Interests are Excluded Assets) held by the Borrower or the applicable Loan Party; and (iii) within thirty (30) 30 days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of an a favorable opinion of counsel for the Loan Parties reasonably acceptable to the Administrative Agent relating to such Joinder Agreement and Collateral Documents as the Administrative Agent may reasonably request. (b) At any time upon the request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect, and preserve the Liens of the Collateral Documents; provided that, anything in this Agreement or any other Loan Document to the contrary notwithstanding, neither the Borrower nor any Restricted Subsidiary shall be required to (i) enter into control agreements with respect to any securities accounts, commodity accounts or uncertificated securities, (ii) make any filings in the United States Patent and Trademark Office, or any other office in any jurisdiction outside of the United States, in respect of any patents, trademarks or patent or trademark licenses, (iii) make any filings outside the United States in respect of any copyrights or copyright licenses or any filings in the United States Copyright office in respect of immaterial copyrights or copyright licenses, (iv) make any fixture filings other than in connection with a mortgage (other than any transmitting utility filings), (v) deliver any instruments or certificated securities or other collateral, other than instruments evidencing indebtedness to the extent that the face amount of any such instrument exceeds $10,000,000 and certificated securities constituting equity interests in direct or indirect Subsidiaries of the Borrower or (vi) except for control agreements with respect to deposit accounts or as provided in (v) above, take any action to cause the Administrative Agent to have “control” of any Collateral.action (c) To the extent the Borrower or any Restricted Subsidiary (other than any Excluded Unrestricted Subsidiary) (i) acquires, or to the extent that acquires any Restricted Subsidiary that is formed or acquired by a Relevant Party owns or leases at the time of such acquisition or formation, any owned or leased Real Property or Easements properties within thirty (in the case of leased Real Property, only if leased from the WNR Group) (other than Excluded Assets), that individually or collectively as part of a Pipeline System exceed a fair market value (as reasonably determined by the Borrower) of $2,500,000, promptly, and in any event within sixty (6030) days of such request acquisition (or such longer period as permitted by the Administrative Agent in its sole discretion)) or (ii) cannot provide the certification that the Mortgage Requirement is then satisfied as contemplated by Section 6.02(a)(i) promptly, execute and deliver any and all instruments and documents necessary to grant Liens in such assets to the Administrative Agent for the benefit of the Secured Parties to the extent necessary to satisfy the Mortgage Requirement and take such other actions as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect and preserve such Liens required herein. With respect In connection with the delivery of any Mortgages to any such owned and leased Real Property or Easements, promptly upon request by the Administrative AgentAgent as required under this Agreement, or as promptly as practicable after the Required Lenders through reasonable request of the Administrative Agent, deliver such other information, instruments and documents (including, without limitation, opinions of counsel and in to the case of Administrative Agent Real Property other than Real Property relating to pipelines and related Easementstitle reports, lenders title policies, surveys, zoning reports and existing engineering and environmental assessment reports) as reports and opinions of counsel to the Administrative Agent (or its counsel) may reasonably request in connection with the satisfaction of the requirements set forth in this Section 6.12Loan Parties, each in scope, amount, form and substance reasonably satisfactory to the Administrative Agent. (d) Notwithstanding the foregoing, the assets required to be pledged to the Administrative Agent under this Section shall need not include Excluded Assets. (e) Notwithstanding the foregoing, (1) the Equity Interests required to be delivered pursuant to this Section 6.12 shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Closing Date and (2) no Foreign Subsidiary shall be required to take the actions specified in this Section 6.12; provided the exception set forth in clause (1) above shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier CFC representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the first-tier CFC’s Equity Interests not constituting Voting Stock, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 6.12(e).

Additional Subsidiaries; Additional Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary (other than an Excluded Subsidiary) by any Relevant Party, then the Borrower shallParty or upon any Subsidiary ceasing to constitute an Excluded Subsidiary, at the Borrower’s expense: (i) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or formation, acquisition of such Restricted Subsidiary (other than an Excluded Subsidiary)) or cessation, cause such Restricted Subsidiary to duly execute and deliver to the Administrative Agent a Joinder Agreement and other Collateral Documents, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Borrower’s obligations under the Loan Documents and securing payment of all the Obligations of such Restricted Subsidiary under the Loan Documents with a lien on such Restricted Subsidiary’s personal property (other than Excluded Assets) of the types covered by the Security Agreement; (ii) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation or formation, acquisition of such Restricted SubsidiarySubsidiary or cessation, take such actions, or cause the applicable Loan Party to take such actions, as may be necessary to ensure a valid first priority perfected Lien over 100% of the Equity Interests of such Restricted Subsidiary (unless such Equity Interests are Excluded Assets) held by the Borrower or the applicable Loan Party; and (iii) within thirty (30) days (or such longer period as permitted by the Administrative Agent in its sole discretion) after such formation formation, acquisition or acquisitioncessation, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of an a customary opinion of counsel for the Loan Parties reasonably acceptable to the Administrative Agent relating to such Joinder Agreement and Collateral Documents as the Administrative Agent may reasonably request. (b) At any time upon the request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action action, consistent with the Loan Documents, as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect, and preserve the Liens of the Collateral Documents; provided that, anything in this Agreement or any other Loan Document to the contrary notwithstanding, neither the Borrower nor any Restricted Subsidiary shall be required to (i) enter into control agreements with respect to any securities accounts, commodity accounts or uncertificated securities, (ii) make take any filings in action with respect to assets located outside of the United States Patent and Trademark Officeor with respect to assets that require action under the laws of a jurisdiction outside the United States to create or perfect a security interest in such assets, or including, without limitation, making any other office filings in any jurisdiction outside of the United States, in respect of any patents, trademarks trademarks, copyrights or patent patent, trademark or trademark licensescopyright licenses (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States); provided that this clause (ii) shall not apply to any Specified Canadian Subsidiary or any assets of a Person whose primary operations are in Canada, which assets are acquired pursuant to clause (ii) of the definition of “Permitted Acquisition,” (iii) make any filings outside the United States in respect of any copyrights or copyright licenses or any filings in the United States Copyright office in respect of immaterial copyrights or copyright licenses, (iv) make any fixture filings other than in connection with a mortgage (other than any transmitting utility filings), (v) deliver any instruments or certificated securities or other collateral, other than instruments evidencing indebtedness to the extent that the face amount of any such instrument exceeds $10,000,000 and certificated securities constituting equity interests in direct or indirect Subsidiaries of the Borrower or Borrower, (viv) except for control agreements with respect to deposit accounts (other than Excluded Bank Accounts) or as provided in clause (viv) above, take any action to cause the Administrative Agent to have “control” of any Collateral, (vi) take any action with respect to assets where the cost of obtaining or perfecting a security interest therein exceeds the practical benefit to the Lenders afforded thereby, in each case, as reasonably determined by the Administrative Agent and the Borrower and identified by the Administrative Agent to the Borrower in a written notice referencing this Section, (vii) obtain any consent of any Governmental Authority (including, without limitation, comply in any respect with the Federal Assignment of Claims Act or similar statute) in order to obtain or perfection any security interest or (viii) obtain any landlord estoppels and consents, landlord waivers or other bailee waivers except with respect to Real Property leased from PES or one of its Subsidiaries (other than a Loan Party). (c) To the extent the Borrower or any Restricted Subsidiary (other than any Excluded Subsidiary) acquires, or to the extent that any Restricted Subsidiary that is formed or acquired by a Relevant Party or ceases to be an Excluded Subsidiary owns or leases at the time of such acquisition acquisition, formation or formationcessation, any owned or leased Real Property or Easements (in the case of leased Real Property, only if leased from the WNR Group) (other than Excluded Assets), that individually or collectively as part of a Pipeline System exceed a fair market value Fair Market Value (as reasonably determined by the Borrower) of $2,500,000, promptly, and in any event within sixty ninety (6090) days of such reasonable request (or such longer period as permitted by the Administrative Agent in its sole discretion), execute and deliver any and all instruments and documents necessary to grant Liens in such assets to the Administrative Agent for the benefit of the Secured Parties and take such other actions as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect and preserve such Liens required herein. With respect to any such owned and leased Real Property or EasementsProperty, promptly upon request by the Administrative Agent, or the Required Lenders through the Administrative Agent, deliver such other information, instruments and documents (including, without limitation, customary opinions of counsel and in the case of Real Property other than Real Property relating to pipelines and related Easementscounsel, lenders title policies, surveys, zoning reports reports, flood hazard determinations and evidence of insurance if applicable and existing engineering and environmental assessment reports) as the Administrative Agent (or its counsel) may reasonably request in connection with the satisfaction of the requirements set forth in this Section 6.12, each in scope, amount, form and substance reasonably satisfactory to the Administrative Agent. (d) Notwithstanding the foregoing, the assets required to be pledged to the Administrative Agent under this Section or under any other Loan Document shall not include Excluded Assets. (e) Notwithstanding the foregoing, (1) the Equity Interests required to be delivered pursuant to this Section 6.12 shall not include any Equity Interests of a Foreign Subsidiary created (other than any Specified Canadian Subsidiary) or acquired after the Closing Date CFC Holdco and (2) no Foreign Subsidiary (other than any Specified Canadian Subsidiary) or CFC Holdco shall be required to take the actions specified in this Section 6.12; provided the exception set forth in clause (1) above shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier Foreign Subsidiary or CFC Holdco representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the first-tier CFCForeign Subsidiary or CFC Holdco’s Equity Interests not constituting Voting Stock, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 6.12(e).