Common use of Further Assurances; After-Acquired Property Clause in Contracts

Further Assurances; After-Acquired Property. At any time and from time to time, upon request by Agent, Grantor will make, execute and deliver or cause to be made, executed and delivered, to Agent and, where appropriate, cause to be recorded and/or filed and from time to time thereafter to be rerecorded and/or refiled at such time and in such offices and places as shall be deemed desirable by Agent, any and all such other and further mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of Agent, be necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve (a) the obligation of Grantor under the Guaranty, this Instrument or of Borrower and/or any other Person under the Credit Agreement and the other Loan Documents and the Hedge Documents and (b) this Instrument as a first and prior lien upon and security interest in and to all of the Property, whether now owned or hereafter acquired by Grantor, in each case, at no additional cost to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan Documents. Upon any failure by Grantor so to do, Agent may make, execute, record, file, re-record and/or refile any and all such mortgages, deeds to secure debt, deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, and documents for and in the name of Grantor and Grantor hereby irrevocably appoints Agent the agent and attorney-in-fact of Grantor so to do. The lien hereof will automatically attach, without further act, to all after acquired property attached to and/or used in the operation of the Property or any part thereof.

Further Assurances; After-Acquired Property. (a) At any time time, and from time to time, upon request by Agentthe Lender, Grantor the Mortgagor, at Mortgagor’s expense, will make, execute and deliver or cause to be made, executed and delivered, delivered to Agent the Lender and, where appropriate, to cause to be recorded and/or filed and from time to time thereafter to be rerecorded re-recorded and/or refiled at such time and in such offices and places as shall be deemed desirable by Agent, the Lender any and all such other and further mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of Agentthe Lender, be necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve (a) the obligation of Grantor the Borrower under the Guaranty, this Instrument or of Borrower and/or any other Person under the Credit Agreement Note and the other Loan Documents Mortgagor under this Mortgage, and the Hedge Documents and (b) priority of this Instrument Mortgage as a first and prior lien upon and security interest in and to all of the Mortgaged Property, whether now owned or hereafter acquired by Grantor, in each case, at no additional cost to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan DocumentsMortgagor. Upon any failure by Grantor the Mortgagor so to do, Agent the Lender may make, execute, record, file, re-and record and/or refile any and all such mortgages, deeds to secure debt, deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, and documents for and in the name of Grantor the Mortgagor, and Grantor the Mortgagor hereby irrevocably appoints Agent the Lender the agent and attorney-in-fact of Grantor the Mortgagor so to do. The lien hereof and rights hereunder automatically will automatically attach, without further act, to all after after-acquired property (except consumer goods, other than accessions, not acquired within ten (10) days after the Lender has given value under the Note) attached to and/or used in the operation of the Mortgaged Property or any part thereof. (b) Without limitation to the generality of the other provisions of this Mortgage, including subparagraph (a) of this Paragraph 1.09, it hereby expressly is covenanted, agreed and acknowledged that the lien and rights hereunder automatically will attach to any further, greater, additional, or different estate, rights, titles or interests in or to any of the Mortgaged Property at any time acquired by the Mortgagor by whatsoever means, including that in the event the Mortgagor is the owner of an estate or interest in the Mortgaged Property or any part thereof (such as, for example, as the lessee or tenant) other than as the fee simple owner thereof, and prior to the satisfaction of record of this Mortgage the Mortgagor obtains or otherwise acquires such fee simple or other estate, then such further, greater, additional, or different estate in the Mortgaged Property, or a part thereof, shall automatically, and without any further action or filing or recording on the part of the Mortgagor or the Lender or any other person or entity, be and become subject to this Mortgage and the lien hereof. In consideration of Lender’s making the Loan as aforesaid, and to secure the Loan, the Other Indebtedness and obligations set forth above, Mortgagor hereby grants, bargains, sells and conveys to Lender, on the same terms as set forth in this Mortgage and intended to be a part hereof, all such after-acquired property and estates.

Further Assurances; After-Acquired Property. (A) At any time time, and from time to time, upon request by Agentthe Grantee, Grantor the Grantor, at Grantor's expense, will make, execute and deliver or cause to be made, executed and delivered, delivered to Agent the Grantee and, where appropriate, to cause to be recorded and/or filed and from time to time thereafter to be rerecorded re-recorded and/or refiled at such time and in such offices and places as shall be deemed desirable by Agent, the Grantee any and all such other and further mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of Agentthe Grantee, be necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve (a) the obligation of the Grantor under the GuarantyNote and this Deed to Secure Debt, this Instrument or of Borrower and/or any other Person under the Credit Agreement and the other Loan Documents and the Hedge Documents and (b) priority of this Instrument Deed to Secure Debt as a first and prior lien upon and security interest in and title to all of the Property, whether now owned or hereafter acquired by the Grantor, in each case, at no additional cost to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan Documents. Upon any failure by the Grantor so to do, Agent the Grantee may make, execute, record, file, re-and record and/or refile any and all such mortgages, deeds to secure debt, deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, and documents for and in the name of Grantor the Grantor, and the Grantor hereby irrevocably appoints Agent the Grantee the agent and attorney-in-fact of the Grantor so to do. The lien hereof rights and title hereunder automatically will automatically attach, without further act, to all after after-acquired property (except consumer goods, other than accessions, not acquired within ten (10) days after the Grantee has given value under the Note) attached to and/or used in the operation of the Property or any part thereof. (B) Without limitation to the generality of the other provisions of this Deed to Secure Debt, including subparagraph (a) of this Paragraph 1.09, it hereby expressly is covenanted, agreed and acknowledged that the lien and rights hereunder automatically will attach to any further, greater, additional, or different estate, rights, titles or interests in or to any of the Property at any time acquired by the Grantor by whatsoever means, including that in the event the Grantor is the owner of an estate or interest in the Property or any part thereof (such as, for example, as the lessee or tenant) other than as the fee simple owner thereof, and prior to the satisfaction of record of this Deed to Secure Debt the Grantor obtains or otherwise acquires such fee simple or other estate, then such further, greater, additional, or different estate in the Property, or a part thereof, shall automatically, and without any further action or filing or recording on the part of the Grantor or the Grantee or any other person or entity, be and become subject to this Deed to Secure Debt and the lien hereof. In consideration of Grantee's making the Loan as aforesaid, and to secure the Loan, the Other Indebtedness and obligations set forth above, Grantor hereby grants, bargains, sells and conveys to Grantee, on the same terms as set forth in this Deed to Secure Debt and intended to be a part hereof, all such after-acquired property and estates.

Further Assurances; After-Acquired Property. At any time time, and from time to time, upon request by AgentLender, Grantor Mortgagor will make, execute and deliver or cause to be made, executed and delivered, to Agent Lender and, where appropriate, cause to be recorded or re-recorded and/or filed or refiled at such time and from time to time thereafter to be rerecorded and/or refiled at such time time, and in such offices and places as shall be deemed desirable by AgentLender, any and all such other and further mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of AgentLender, be necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve (a) the obligation obligations of Grantor Mortgagor under the Guaranty, this Instrument or of Borrower and/or any other Person under the Credit Agreement and the other Loan Documents and the Hedge Documents this Mortgage, and (b) the lien of this Instrument Mortgage as a first and prior perfected lien upon and security interest in and to all of the PropertyPremises, whether now owned or hereafter acquired by Grantor, Mortgagor subject only to the matters appearing in each case, at no additional cost the title policy delivered by Mortgagor to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan DocumentsLender in connection with this Mortgage. Upon any failure by Grantor Mortgagor so to do, Agent Lender may make, execute, record, file, rerecord and/or re-record and/or refile file any and all such mortgages, deeds to secure debt, deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, certificates and documents for and in the name of Grantor Mortgagor, and Grantor Mortgagor hereby irrevocably appoints Agent Lender the agent and attorney-in-fact of Grantor Mortgagor so to do. The lien hereof will automatically attach, without further act, to all after acquired property attached to and/or used in the operation of the Property Premises, the Land or any part thereof.

Further Assurances; After-Acquired Property. At any time time, and from time to time, upon request by AgentLender, Grantor Mortgagor will make, execute and deliver or cause to be made, executed and delivered, delivered to Agent Lender and, where appropriate, cause to be recorded and/or filed and from time to time thereafter to be rerecorded and/or refiled at such time and in such offices and places as shall be deemed desirable requested by AgentLender such certificates, any and all such other and further mortgagesdocuments, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filingsamendments and other instruments and/or filings (i) to perfect and protect the security interest created or purported to be created hereby; (ii) to enable the Lender to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) to effect otherwise the purposes of this Mortgage, including, without limitation: (A) executing and filing such financing or continuation statements, instruments of further assuranceor amendments thereto, certificates and other documents as may, in the opinion of Agent, may be necessary or desirable or that the Lender may request in order to effectuate, complete, or perfect, or to continue perfect and preserve (a) the obligation of Grantor under the Guaranty, security interest created by this Instrument or of Borrower and/or any other Person under the Credit Agreement and the other Loan Documents and the Hedge Documents and (b) this Instrument Mortgage as a first and prior lien security interest upon and security interest title in and to all of the PropertyCollateral, whether now owned or hereafter acquired by GrantorMortgagor; provided, however, Mortgagor authorizes Lender to file any financing statements describing the Collateral in each casesuch jurisdictions and filing offices as Lender deems appropriate without the necessity of Mortgagor’s signature; (B) if certificates of title are now or hereafter issued or outstanding with respect to any of the Collateral, by immediately causing the interest of Lender to be properly noted thereon at no additional cost Mortgagor’s expense; and (C) furnishing to Grantor (the Lender from time to time statements and schedules further identifying and describing the Collateral and such other than de minimis fees)reports in connection with the Collateral as the Lender may reasonably request, and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan Documentsall in reasonable detail. Upon any failure by Grantor Mortgagor so to do, Agent Lender may make, execute, record, file, re-record and/or refile any and all such mortgages, deeds to secure debt, deeds of trust, security agreements, financing statements, continuation statements, instrumentsor amendments thereto, certificates, and documents for and in the name of Grantor Mortgagor, and Grantor Mortgagor hereby irrevocably appoints Agent Lender the agent and attorney-in-fact of Grantor Mortgagor so to do. The lien hereof of this Mortgage will automatically attach, without further act, to all after after-acquired property attached to and/or used in the operation of the Property Collateral or any part thereof.

Further Assurances; After-Acquired Property. At any time time, and from time to time, upon request by AgentMortgagee, Grantor Mortgagor will make, execute and deliver or cause to be made, executed and delivered, delivered to Agent Mortgagee and, where appropriate, cause to be recorded and/or filed and from time to time thereafter to be rerecorded and/or refiled at such time and in such offices and places as shall be deemed desirable by AgentMortgagee (i) to perfect and protect the security interest created or purported to be created hereby; (ii) to enable the Mortgagee to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) to effect otherwise the purposes of this Mortgage, any including, without limitation: (A) executing and all filing such other and further mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, or continuation statements, instruments of further assuranceor amendments thereto, certificates and other documents as may, in the opinion of Agent, may be necessary or desirable or that the Mortgagee may request in order to effectuate, complete, or perfect, or to continue perfect and preserve (a) the obligation of Grantor under the Guaranty, security interest created by this Instrument or of Borrower and/or any other Person under the Credit Agreement and the other Loan Documents and the Hedge Documents and (b) this Instrument Mortgage as a first and prior lien security interest upon and security interest title in and to all of the PropertyCollateral, whether now owned or hereafter acquired by GrantorMortgagor; (B) if certificates of title are now or hereafter issued or outstanding with respect to any of the Collateral, by immediately causing the interest of Mortgagee to be properly noted thereon at Mortgagor's expense; and (C) furnishing to the Mortgagee from time to time statements and schedules further identifying and describing the Collateral and such other reports in each caseconnection with the Collateral as the Mortgagee may request, at no additional cost to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan Documentsall in reasonable detail. Upon any failure by Grantor Mortgagor so to do, Agent Mortgagee may make, execute, record, file, re-record and/or refile any and all such mortgages, deeds to secure debt, deeds of trust, security agreements, financing statements, continuation statements, instrumentsor amendments thereto, certificates, and documents for and in the name of Grantor Mortgagor, and Grantor Mortgagor hereby irrevocably appoints Agent Mortgagee the agent and attorney-in-fact of Grantor Mortgagor so to do. The lien hereof of this Mortgage will automatically attach, without further act, to all after after- acquired property attached to and/or used in the operation of the Property Collateral or any part thereof.

Further Assurances; After-Acquired Property. (a) At any time time, and from time to time, upon request by Agentthe Grantee, Grantor the Grantor, at Grantor's expense, will make, execute and deliver or cause to be made, executed and delivered, delivered to Agent the Grantee and, where appropriate, to cause to be recorded and/or filed and from time to time thereafter to be rerecorded re-recorded and/or refiled at such time and in such offices and places as shall be deemed desirable by Agent, the Grantee any and all such other and further mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of Agentthe Grantee, be necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve (a) the obligation of the Grantor under the GuarantyNote and this Deed to Secure Debt, this Instrument or of Borrower and/or any other Person under the Credit Agreement and the other Loan Documents and the Hedge Documents and (b) priority of this Instrument Deed to Secure Debt as a first and prior lien upon and security interest in and title to all of the Property, whether now owned or hereafter acquired by the Grantor, in each case, at no additional cost to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan Documents. Upon any failure by the Grantor so to do, Agent the Grantee may make, execute, record, file, re-and record and/or refile any and all such mortgages, deeds to secure debt, deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, and documents for and in the name of Grantor the Grantor, and the Grantor hereby irrevocably appoints Agent the Grantee the agent and attorney-in-fact of the Grantor so to do. The lien hereof rights and title hereunder automatically will automatically attach, without further act, to all after after-acquired property (except consumer goods, other than accessions, not acquired within ten (10) days after the Grantee has given value under the Note) attached to and/or used in the operation of the Property or any part thereof. (b) Without limitation to the generality of the other provisions of this Deed to Secure Debt, including subparagraph (a) of this Paragraph 1.09, it hereby expressly is covenanted, agreed and acknowledged that the lien and rights hereunder automatically will attach to any further, greater, additional, or different estate, rights, titles or interests in or to any of the Property at any time acquired by the Grantor by whatsoever means, including that in the event the Grantor is the owner of an estate or interest in the Property or any part thereof (such as, for example, as the lessee or tenant) other than as the fee simple owner thereof, and prior to the satisfaction of record of this Deed to Secure Debt the Grantor obtains or otherwise acquires such fee simple or other estate, then such further, greater, additional, or different estate in the Property, or a part thereof, shall automatically, and without any further action or filing or recording on the part of the Grantor or the Grantee or any other person or entity, be and become subject to this Deed to Secure Debt and the lien hereof. In consideration of Grantee's making the Loan as aforesaid, and to secure the Loan, the Other Indebtedness and obligations set forth above, Grantor hereby grants, bargains, sells and conveys to Grantee, on the same terms as set forth in this Deed to Secure Debt and intended to be a part hereof, all such after-acquired property and estates.

Further Assurances; After-Acquired Property. At any time time, and from time to time, time upon request by Agentthe Lender, Grantor the Mortgagor will make, execute and deliver or cause to be made, executed and delivered, delivered to Agent the Lender and, where appropriate, to cause to be recorded and/or filed and from time to time thereafter to be rerecorded re-recorded and/or refiled at such time and in such offices and places as shall be deemed desirable by Agent, the Lender any and all such other and further mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of Agentthe Lender, be necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve (a) the obligation obligations of Grantor the Borrower and the Mortgagor under the GuarantyNote and this Mortgage, this Instrument or of Borrower and/or any other Person under the Credit Agreement and the other Loan Documents and the Hedge Documents and (b) priority of this Instrument Mortgage as a first and prior lien upon and security interest in and to all of the Mortgaged Property, whether now owned or hereafter acquired by Grantor, in each case, at no additional cost to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan DocumentsMortgagor. Upon any failure by Grantor the Mortgagor so to do, Agent the Lender may make, execute, record, file, re-and record and/or refile any and all such mortgages, deeds to secure debt, deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, and documents for and in the name of Grantor the Mortgagor and Grantor the Mortgagor hereby irrevocably appoints Agent the Lender the agent and attorney-in-fact of Grantor the Mortgagor so to do. The lien hereof and rights hereunder automatically will automatically attach, without further act, to all after after-acquired property (except consumer goods, other than accessions, not acquired within ten (10) days after the Lender has given value under the Note) attached to and/or used in the operation of the Mortgaged Property or any part thereof.

Further Assurances; After-Acquired Property. (a) At any time time, and from time to time, upon request by Agent▇▇▇▇▇▇, Grantor Borrower, at Borrower’s expense, will make, execute and deliver or cause to be made, executed and delivered, delivered to Agent Lender and, where appropriate, to cause to be recorded and/or filed and from time to time thereafter to be rerecorded re-recorded and/or refiled at such time and in such offices and places as shall be deemed desirable by Agent, Lender any and all such other and further mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of AgentLender, be necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve (a) the obligation of Grantor Borrower under the GuarantyNote and this Mortgage, this Instrument or of Borrower and/or any other Person under the Credit Agreement and the other Loan Documents and the Hedge Documents and (b) priority of this Instrument Mortgage as a first and prior lien upon and security interest in and to all of the Mortgaged Property, whether now owned or hereafter acquired by Grantor, in each case, at no additional cost to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan DocumentsBorrower. Upon any failure by Grantor Borrower so to do, Agent ▇▇▇▇▇▇ may make, execute, record, file, re-and record and/or refile any and all such mortgages, deeds to secure debt, deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, and documents for and in the name of Grantor ▇▇▇▇▇▇▇▇, and Grantor ▇▇▇▇▇▇▇▇ hereby irrevocably appoints Agent Lender the agent and attorney-in-fact of Grantor Borrower so to do. The lien hereof and rights hereunder automatically will automatically attach, without further act, to all after after-acquired property (except consumer goods, other than accessions, not acquired within ten (10) days after Lender has given value under the Note) attached to and/or used in the operation of the Mortgaged Property or any part thereof. (b) Without limitation to the generality of the other provisions of this Mortgage, including subparagraph (a) of this Paragraph 1.09, it hereby expressly is covenanted, agreed and acknowledged that the lien and rights hereunder automatically will attach to any further, greater, additional, or different estate, rights, titles or interests in or to any of the Mortgaged Property at any time acquired by Borrower by whatsoever means, including that in the event Borrower is the owner of an estate or interest in the Mortgaged Property or any part thereof (such as, for example, as the lessee or tenant) other than as the fee simple owner thereof, and prior to the satisfaction of record of this Mortgage Borrower obtains or otherwise acquires such fee simple or other estate, then such further, greater, additional, or different estate in the Mortgaged Property, or a part thereof, shall automatically, and without any further action or filing or recording on the part of Borrower or Lender or any other person or entity, be and become subject to this Mortgage and the lien hereof. In consideration of ▇▇▇▇▇▇’s making the Loan as aforesaid, and to secure the Loan, the Other Indebtedness and obligations set forth above, Borrower hereby grants, bargains, sells and conveys to Lender, on the same terms as set forth in this Mortgage and intended to be a part hereof, all such after-acquired property and estates.

Further Assurances; After-Acquired Property. At any time time, and from time to time, at Borrower's expense and upon request by AgentMortgagee, Grantor will Borrower shall make, execute and deliver or cause to be made, executed and delivered, to Agent Mortgagee and, where appropriate, cause to be recorded and/or filed and from time to time thereafter to be rerecorded re-recorded and/or refiled at such time and in such offices and places as shall be deemed desirable by AgentMortgagee, any and all such other and further deeds to secure debt, mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assuranceassurances, certificates and other documents as may, in the opinion of AgentMortgagee, be necessary or desirable in order to effectuate, complete, complete or perfect, or to continue and preserve (a) preserve, [i] the obligation of Grantor under the Guaranty, this Instrument or obligations of Borrower and/or any other Person under described in the Credit Agreement and under this Mortgage and [ii] the other Loan Documents and the Hedge Documents and (b) lien of this Instrument Mortgage as a first and prior lien upon and security interest in and to all of the Property, whether now owned or hereafter acquired by GrantorBorrower, in each case, at no additional cost subject only to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan DocumentsPermitted Exceptions. Upon any failure by Grantor Borrower so to do, Agent Mortgagee may make, execute, record, file, re-record and/or refile any and all such mortgages, deeds to secure debt, mortgages, deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, certificates and documents for and in the name of Grantor Borrower, and Grantor Borrower hereby irrevocably appoints Agent Mortgagee the agent and attorney-in-fact of Grantor Borrower so to do. The lien and security interest hereof will shall automatically attach, without further act, to all after after-acquired property attached to and/or used in the operation of the Property or any part thereof, to the extent permitted by law.

Further Assurances; After-Acquired Property. At any time time, and from time to time, upon request by AgentMortgagee, Grantor Mortgagor will make, execute and deliver or cause to be made, executed and delivered, to Agent Mortgagee and, where appropriate, cause to be recorded and/or filed and from time to time thereafter to be rerecorded re-recorded and/or refiled re-filed at such time and in such offices and places as shall be reasonably deemed desirable by AgentMortgagee, any and all such other and further mortgages, mortgages to secure debt or deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of AgentMortgagee, be necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve (a) the obligation obligations of Grantor Mortgagor under the GuarantyRevolving Note and under this Mortgage, this Instrument or of Borrower and/or any other Person under the Credit Agreement and the other Loan Documents and the Hedge Documents and (b) the lien of this Instrument Mortgage as a first and prior lien upon and security interest title in and to all of the PropertyPremises, whether now owned or hereafter acquired by Grantor, in each case, at no additional cost to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan DocumentsMortgagor. Upon any failure by Grantor Mortgagor so to do, Agent Mortgagee may make, execute, record, file, re-record and/or refile re-file any and all such mortgages, deeds mortgages to secure debt, debt or deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, and documents for and in the name of Grantor Mortgagor and Grantor Mortgagor hereby irrevocably appoints Agent Mortgagee the agent and attorney-in-fact of Grantor Mortgagor so to do. The lien hereof will automatically attach, without further act, to all of Mortgagor's right, title, and interest in and to after acquired property attached to and/or used in the operation of the Property Premises or any part thereof.

Further Assurances; After-Acquired Property. At any time time, and from time to time, upon request by AgentLender, Grantor Borrower will make, execute and deliver or cause to be made, executed and delivered, delivered to Agent Lender and, where appropriate, cause to be recorded and/or filed and from time to time thereafter to be rerecorded re-recorded and/or refiled at such time and in such offices and places as shall be deemed desirable by AgentLender, any and all such other and further mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of AgentLender reasonably exercised, be necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve (a) the obligation of Grantor Borrower under the Guaranty, Combined Obligations and under this Instrument or of Borrower and/or any other Person under the Credit Agreement and the other Loan Documents and the Hedge Documents and (b) the lien and security interests granted by this Instrument as a first and prior lien (except for the Permitted Liens) upon and security interest in and to all of the PropertyPremises, whether now owned or hereafter acquired by Grantor, in each case, at no additional cost to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan DocumentsBorrower. Upon any failure by Grantor Borrower so to do, Agent Lender may make, execute, record, file, re-record and/or refile any and all such mortgages, deeds to secure debtsecurity agreements, deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, certificates and documents for and in the name of Grantor Borrower and Grantor Borrower hereby irrevocably appoints Agent Lender the agent and attorney-in-fact of Grantor Borrower so to do. The lien hereof will of this Instrument and the security interest created hereby will, subject to the provisions of Subsection 2.2.2, automatically attach, without further act, to all after after-acquired property attached to and/or used in connection with the operation of the Property Premises or any part thereofthereof except for motor vehicles. Without limiting the generality of the foregoing, Borrower shall use its commercially reasonable, good faith efforts to obtain the consent of any party whose consent is required in connection with the assignment of any lease or other agreement pursuant to which consent to the assignment is required from any or all of the parties thereto [(including, without limitation, the consent of ▇▇▇▇ ▇▇▇ with respect to the Tarboro Lease)] and the consent of secured parties under prior or superior security interests in Other Personalty if such consent is required to the grant of the security interest in such Other Personalty contained herein.

Further Assurances; After-Acquired Property. At any time time, and from time to time, at Borrower’s expense and upon request by AgentLender, Grantor will Borrower shall make, execute and deliver or cause to be made, executed and delivered, to Agent Lender and, where appropriate, cause to be recorded and/or filed and from time to time thereafter to be rerecorded re-recorded and/or refiled refilled at such time and in such offices and places as shall be deemed desirable by AgentLender, any and all such other and further deeds to secure debt, mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assuranceassurances, certificates and other documents as may, in the opinion of AgentLender, be necessary or desirable in order to effectuate, complete, complete or perfect, or to continue and preserve (a) preserve, [i] the obligation of Grantor under the Guaranty, this Instrument or obligations of Borrower and/or any other Person described in the Note and under this Mortgage and [ii] the Credit Agreement and the other Loan Documents and the Hedge Documents and (b) lien of this Instrument Mortgage as a first and prior lien upon and security interest in and to all of the Property, whether now owned or hereafter acquired by GrantorBorrower, in each case, at no additional cost subject only to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan DocumentsPermitted Exceptions. Upon any failure by Grantor Borrower so to do, Agent Lender may make, execute, record, file, re-record and/or refile any and all such mortgages, deeds to secure debt, mortgages, deeds of trust, security agreementsagreement, financing statements, continuation statements, instruments, certificates, certificates and documents for and in the name of Grantor Borrower, and Grantor Borrower hereby irrevocably appoints Agent Lender the agent and attorney-in-fact of Grantor Borrower so to do. The lien and security interest hereof will shall automatically attach, without further act, to all after after-acquired property attached to and/or used in the operation of the Property or any part thereof, to the extent permitted by law.

Further Assurances; After-Acquired Property. At any time time, and from time to time, at Borrower’s expense and upon request by AgentLender, Grantor will Borrower shall make, execute and deliver or cause to be made, executed and delivered, to Agent Lender and, where appropriate, cause to be recorded and/or filed and from time to time thereafter to be rerecorded re-recorded and/or refiled refilled at such time and in such offices and places as shall be deemed desirable by AgentLender, any and all such other and further deeds to secure debt, mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assuranceassurances, certificates and other documents as may, in the opinion of AgentLender, be necessary or desirable in order to effectuate, complete, complete or perfect, or to continue and preserve (a) preserve, [i] the obligation of Grantor under the Guaranty, this Instrument or obligations of Borrower and/or any other Person described in the Note and under this Deed of Trust and [ii] the Credit Agreement and the other Loan Documents and the Hedge Documents and (b) lien of this Instrument Deed of Trust as a first and prior lien upon and security interest in and to all of the Property, whether now owned or hereafter acquired by GrantorBorrower, in each case, at no additional cost subject only to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan DocumentsPermitted Exceptions. Upon any failure by Grantor Borrower so to do, Agent Lender may make, execute, record, file, re-record and/or refile any and all such mortgages, deeds to secure debt, mortgages, deeds of trust, security agreementsagreement, financing statements, continuation statements, instruments, certificates, certificates and documents for and in the name of Grantor Borrower, and Grantor Borrower hereby irrevocably appoints Agent Lender the agent and attorney-in-fact of Grantor Borrower so to do. The lien and security interest hereof will shall automatically attach, without further act, to all after after-acquired property attached to and/or used in the operation of the Property or any part thereof, to the extent permitted by law.

Further Assurances; After-Acquired Property. At any time (a) The Debtors will do, execute, acknowledge and from time to timedeliver, upon request by Agent, Grantor will make, execute and deliver or cause to be madedone, executed executed, acknowledged and delivered, all such further acts, deeds, conveyances, mortgages, assignments, transfers and assurances as may be necessary or as the Secured Party reasonably may require for the perfection of the lien being herein provided for in the Collateral. Without limiting the generality of the foregoing, the Debtors will: (i) mark ▇▇▇spicuously each document related to Agent the Debtors' chattel paper and all other documents or instruments related to accounts, contract rights or general intangibles ("Related Contracts") and, where appropriateat the request of the Secured Party, cause each of its records pertaining to be recorded and/or filed the Collateral with a legend, in form and from time substance satisfactory to time thereafter the Secured Party, indicating that such documents, chattel paper, Related Contracts or Collateral is subject to be rerecorded and/or refiled at such time the security interest granted hereby; and in such offices and places as (ii) if any account, contract right or general intangible ("Receivables") shall be deemed desirable evidenced by Agenta promissory note or other instrument or chattel paper, deliver and pledge to the Secured Party hereunder such note, instrument or chattel paper duly indorsed and accompanied by duly executed instruments or transfer or assignment, all in form and substance satisfactory to the Secured Party. (b) All right, title, and interest of the Debtors in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Collateral or any part thereof, hereafter constructed or acquired by the Debtors, immediately upon such construction or acquisition, and without any further mortgage, conveyance or assignment, shall become and be part of the Collateral and shall be subject to the lien of this Security Agreement as fully and completely and with the same effect as though now owned by the Debtors, but at any and all times the Debtors will execute and deliver to the Secured Party any and all such other and further assurances, mortgages, deeds of trust, deeds to secure debt, security agreements, conveyances or assignments thereof and financing statements, notice filings, continuation statements, instruments of further assurance, certificates statements and other documents instruments with respect thereto as may, in the opinion of Agent, shall be necessary or desirable in order or as the Secured Party may reasonably require for the purpose of expressly and specifically subjecting the same to effectuate, complete, or perfect, or to continue and preserve (a) the obligation lien of Grantor under the Guaranty, this Instrument or of Borrower and/or any other Person under the Credit Agreement and the other Loan Documents and the Hedge Documents and (b) this Instrument as a first and prior lien upon and security interest in and to all of the Property, whether now owned or hereafter acquired by Grantor, in each case, at no additional cost to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan Documents. Upon any failure by Grantor so to do, Agent may make, execute, record, file, re-record and/or refile any and all such mortgages, deeds to secure debt, deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, and documents for and in the name of Grantor and Grantor hereby irrevocably appoints Agent the agent and attorney-in-fact of Grantor so to do. The lien hereof will automatically attach, without further act, to all after acquired property attached to and/or used in the operation of the Property or any part thereofSecurity Agreement.

Further Assurances; After-Acquired Property. (a) At any time time, and from time to time, upon request by Agentthe Grantee, Grantor the Grantor, at Grantor's expense, will make, execute and deliver or cause to be made, executed and delivered, delivered to Agent the Grantee and, where appropriate, to cause to be recorded and/or filed and from time to time thereafter to be rerecorded re-recorded and/or refiled at such time and in such offices and places as shall be deemed desirable by Agent, the Grantee any and all such other and further mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of Agentthe Grantee, be necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve (a) the obligation of the Grantor under the GuarantyNote and this Deed to Secure Debt, this Instrument or of Borrower and/or any other Person under the Credit Agreement and the other Loan Documents and the Hedge Documents and (b) priority of this Instrument Deed to Secure Debt as a first and prior lien upon and security interest in and title to all of the Property, whether now owned or hereafter acquired by the Grantor, in each case, at no additional cost to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan Documents. Upon any failure by the Grantor so to do, Agent the Grantee may make, execute, record, file, re-and record and/or refile any and all such mortgages, deeds to secure debt, deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, and documents for and in the name of Grantor the Grantor, and the Grantor hereby irrevocably appoints Agent the Grantee the agent and attorney-in-fact of the Grantor so to do. The lien hereof rights and title hereunder automatically will automatically attach, without further act, to all after after-acquired property (except consumer goods, other than accessions, not acquired within ten (10) days after the Grantee has given value under the Note) attached to and/or used in the operation of the Property or any part thereof. (b) or any other person or entity, be and become subject to this Deed to Secure Debt and the lien hereof. In consideration of Grantee's making the Loan as aforesaid, and to secure the Loan, the Other Indebtedness and obligations set forth above, Grantor hereby grants, bargains, sells and conveys to Grantee, on the same terms as set forth in this Deed to Secure Debt and intended to be a part hereof, all such after-acquired property and estates.

Further Assurances; After-Acquired Property. At any time and from time to time, upon request by Agentfrom Mortgagee, Grantor will Mortgagor shall make, execute and deliver deliver, or cause to be made, executed and delivered, to Agent Mortgagee and, where appropriate, to cause to be recorded and/or filed or filed, or both, and from time to time thereafter to be rerecorded and/or refiled re-recorded or refiled, or both, at such time and in such offices and places as shall be deemed desirable by AgentMortgagee, any and all such other and further mortgages, deeds of trust, deeds to secure debt, security agreements, financing statements, notice filings, continuation statements, instruments of further assuranceassurances, certificates and other documents as may, in the opinion of AgentMortgagee, be necessary or desirable in order to effectuate, complete, complete or perfect, or to continue and preserve (ai) the obligation obligations of Grantor the Mortgagor under the Guaranty, this Instrument or of Borrower and/or any other Person under the Credit Agreement Mortgage and the other Loan Documents and the Hedge Documents Operative Documents, and (bii) the lien and security interest of this Instrument Mortgage as a first and prior lien upon and security interest in and to upon all of the Security Property, whether now owned or hereafter acquired by Grantor, in each case, at no additional cost to Grantor (other than de minimis fees), and so long as such further acts do not increase the obligations of Grantor or diminish the rights of Grantor under the Loan DocumentsMortgagor. Upon any failure by Grantor Mortgagor to so to domake, Agent execute and deliver each of such documents after written demand, Mortgagee may make, execute, record, file, re-record and/or refile and refile, as appropriate, any and all such mortgages, deeds to secure debt, deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, certificates and documents for and in the name of Grantor Mortgagor, and Grantor Mortgagor hereby irrevocably appoints Agent the Mortgagee as its agent and attorney-in-fact of Grantor so to doin connection therewith. The lien and security interest hereof will automatically attach, without further act, to all after after-acquired property owned by Mortgagor attached to and/or or used in connection with the operation of the Security Property or any part thereof.