Common use of Pledged Assets Clause in Contracts

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party will (a) Each Credit Party will cause all real Property interests related 100% of the Equity Interest in each of its direct or indirect Domestic Subsidiaries (unless such Domestic Subsidiary is owned by a Foreign Subsidiary) and 65% (to the Borrowing Base Properties (other than extent the Designated Outparcels)pledge of a greater percentage would be unlawful or would cause any materially adverse tax consequences to the Borrower or any Guarantor) of the voting Equity Interest and 100% of the non-voting Equity Interest of its first-tier Foreign Subsidiaries, all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) in each case to the extent owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests such Credit Party, to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request. (b) Subject to the terms of subsection (c) below, each Credit Party will cause its real property located in the United States acquired after the Closing Date and all tangible and intangible personal property now owned or hereafter acquired to be subject at all times to a first priority, perfected Lien (subject in any each case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment favor of the Administrative AgentAgent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. Each Credit Party shall, be redundant or duplicative and shall cause each of such items delivered in connection with or under its Subsidiaries to, adhere to the Existing Credit Agreement with respect to any Collateral described covenants set forth in the foregoing clause Security Documents. (a)c) To the extent otherwise permitted hereunder, deliver if any Credit Party intends to acquire a fee ownership interest in any real property (“Real Estate”) after the Closing Date and such Real Estate has a fair market value in excess of $5,000,000, it shall provide to the Administrative Agent promptly (i) such security documentation as the Administrative Agent may request to cause such Real Estate to be subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent and (ii) such other documentation as the Administrative Agent agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statementstitle, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions reports and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d)counsel, all in form, content form and scope substance reasonably satisfactory to the Administrative Agent; . (cd) indemnify and/or reimburse (as applicable) the Administrative Agent for any Each Credit Party shall timely and fully pay and perform its obligations under all costs, expenses, losses, claims, fees or leases and other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights agreements with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall each leased location or public warehouse where any Collateral is or may be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documentslocated.

Pledged Assets. Each Loan Party will (a) Each Credit Party will cause all real Property interests related to 100% of the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) Capital Stock of each of its direct or indirect Domestic Subsidiaries owned by the Loan Parties such Credit Party and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) its Domestic Subsidiaries and all 65% of the Pledged Interests Capital Stock in each of the first tier Foreign Subsidiaries owned by such Credit Party and its Domestic Subsidiaries to be subject at all times to a first priority, perfected and, Lien (subject to Permitted Liens and in the case of the real Property Foreign Subsidiaries, applicable foreign laws regarding security interest in each Borrowing Base Property (whether leased or owned), title insured Liens and perfection matters) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Credit Party shall (a) acquire any Intellectual Property, securities, instruments, chattel paper or other personal property required to be pledged to the Administrative Agent as Collateral hereunder or under any of the Security Documents or (b) acquire or lease any real property, the Borrower shall promptly (and in any event within ten (10) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) to ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in any each case only to Permitted Liens; (b) except . Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the extent covenants regarding the delivery location of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation personal property as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents.

Pledged Assets. Each Loan Party will At all times, (a) cause all real of the owned and leased Real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoExcluded Property) owned by the of each Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Party to be subject at all times to first priority, perfected Liens (except for Permitted Liens and those Liens for which Administrative Agent and Borrowers have reasonably determined that the cost of perfecting such Liens is excessive in relation to the benefit to Administrative Agent and Lenders afforded thereby) and, in the case of the real Property interest in each Borrowing Base Property (whether owned and leased or owned)Real Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 UCC financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c4.01(d) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any each Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations Party will cause 100% of the issued and outstanding Capital Stock of each Subsidiary owned by such Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Party to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall request. With respect to each Account for which either the perfection, enforceability, or validity of the Administrative Agent’s Liens in such Account, or the Administrative Agent’s right or ability to obtain direct payment to the Administrative Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the UCC, the Loan Parties will take such steps as the Administrative Agent may from time to time reasonably request, including compliance with the Federal Assignment of Claims Act of 1940, the Social Security Act, the Medicare Regulations and the Medicaid Regulations, in each case and such acts, rules and regulations may be amended, modified, supplemented and/or replaced from time to time. If an Event of Default exists, each Loan Party shall grant a first priority, perfected Lien (except for Permitted Liens) on any additional Property of the Loan Parties (including Excluded Property) in favor of Administrative Agent for the benefit of itself, the other Lenders and the other Secured Parties to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments as requested by Administrative Agent in its sole discretion.

Pledged Assets. Each Loan Credit Party will (ai) cause all of its owned real and personal Property interests related and shall use commercially reasonable efforts to the Borrowing Base Properties (cause all of its leased real and personal Property, in each case, other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, customary favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens 's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c5.1(d) and (de), all in form, content and scope reasonably satisfactory to the Administrative Agent; . Without limiting the generality of the above, the Credit Parties will cause (cA) indemnify and/or reimburse 100% of the issued and outstanding Capital Stock of the Borrower; (as applicableB) 100% of the Administrative Agent for any issued and all costs, expenses, losses, claims, fees or other amounts paid or incurred outstanding Capital Stock of each Domestic Subsidiary owned by the Administrative Agent Credit Parties (other than Dairy LLC, Dairy TXCT LLC and their respective Subsidiaries); (C) 65% (or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Material Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Material Foreign Subsidiary's United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) owned by the Credit Parties in each Material Foreign Subsidiary; (D) prior to any Asset Disposition of all of the Capital Stock or all or substantially all of the Property of Dairy LLC and its Subsidiaries in one or more transactions permitted under Section 8.5, 100% of the issued and outstanding Capital Stock of Dairy LLC and its Subsidiaries; and (E) prior to any Asset Disposition of all of the Capital Stock or all or substantially all of the Property of Dairy TXCT LLC and its Subsidiaries in one or more transactions permitted under Section 8.5, 100% of the issued and outstanding Capital Stock of Dairy TXCT LLC and its Subsidiaries, to be delivered to the extent paid or incurred Agent (together with undated stock powers signed in connection with the filing or recording of any documentsblank (unless, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to a Material Foreign Subsidiary, such stock powers are deemed unnecessary by the Collateral; provided, that Agent in its reasonable discretion under the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations law of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (ajurisdiction of incorporation of such Person), (b) and (c) above shall not apply pledged to the extent such obligation would violate Agent pursuant to an appropriate pledge agreement(s) in substantially the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights form of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens Pledge Agreement and otherwise in favor of the Administrative Agent to secure the Obligations pursuant form reasonably acceptable to the terms and conditions of the Collateral DocumentsAgent.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to Cause the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Collateral to be subject at all times to first prioritypriority (except as otherwise provided in any Intercreditor Agreement), perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the extent required by and in accordance with the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably requestDocuments, subject in any case only to Permitted Liens; Liens permitted by Section 7.01 and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waiversfilings with the Surface Transportation Board of the United States, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of as may be reasonably requested by the types required to be delivered pursuant to Section 5.01(c) and (d)Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (. The Borrower shall also pledge additional owned railcars as applicable) the Administrative Agent for required by Section 2.06. Anything in any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent Loan Document to the extent paid contrary notwithstanding, any reference made to a first priority perfected Lien or incurred security interest in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of Document (excluding any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (cIntercreditor Agreement) shall be in addition deemed to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in include any other Loan Document; provided further, Collateral that the obligations set forth in clauses (a), (b) and (c) above shall not apply is subject to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens security interests in favor of both the Administrative Agent to secure holders of the Obligations and the holders of Indebtedness under any Parent Credit Facility or Indebtedness incurred pursuant to the terms and conditions of the Section 7.03(p), as applicable, and, pursuant to an Intercreditor Agreement, such creditors have agreed that their respective security interests in such common Collateral Documentsshall have equal priority.

Pledged Assets. Each Loan Party will (a) cause Cause all real Property interests related to the Borrowing Base Properties (of its owned personal property other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, Liens and in the judgment case of any Subsidiary that becomes a Loan Party after the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a)date hereof, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of the types referred to in Sections 5.01(f) and (g) for such PersonSubsidiary and, if requested by Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Lenders and the Administrative Agent for any agree that, unless an Event of Default has occurred and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateralis continuing, the protection of any of Borrower and the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in will not be required to take any other Loan Document; provided further, that action to perfect Liens on the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent Collateral to secure the Obligations pursuant to other than the terms filing of UCC-1 financing statements naming each Loan Party as debtor and conditions of the Collateral DocumentsAdministrative Agent as secured party.

Pledged Assets. (a) Each Loan U.S. Credit Party will (ai) cause all real of its Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests that constitutes Collateral to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Collateral Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral U.S. Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Collateral Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Collateral Agent’s Liens thereunder), Deposit Account Control Agreements, Securities Account Control Agreements and other items of the types required to be delivered pursuant to Sections 4.1(c) and Section 5.12(b) and (c), all in form, content and scope reasonably satisfactory to the Collateral Agent. Without limiting the foregoing, each U.S. Credit Party will cause 100% of the Capital Stock of each of its direct or indirect Domestic Subsidiaries (unless such Domestic Subsidiary is owned by a Foreign Subsidiary) and 65% (to the extent the pledge of a greater percentage would be unlawful or would cause any materially adverse tax consequences to any U.S. Credit Party) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries, in each case to the extent owned by such Credit Party and to the extent not prohibited by the organizational documents of any such Subsidiary that is a Joint Venture, to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the U.S. Security Documents or such other security documents as the Collateral Agent shall reasonably request. (b) Each Canadian Credit Party will (i) cause all of its Property that constitutes Collateral to be subject at all times to first priority, perfected Liens in favor of the Canadian Agent to secure the Canadian Obligations pursuant to the terms and conditions of the Canadian Security Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Canadian Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Canadian Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate PPSA financing statements, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Canadian Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c4.1(c) and (dSection 5.12(b), all in form, content and scope reasonably satisfactory to the Administrative Canadian Agent; . (c) indemnify and/or reimburse (as applicable) If any Principal Property ceases to be a Principal Property in accordance with the Administrative terms of the 1995 Senior Note Indenture, the Credit Parties shall promptly notify the Collateral Agent for any thereof and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent shall execute such modification to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Mortgage Instrument with respect to such Principal Property, and take such other actions as reasonably required by the Collateral; providedCollateral Agent (including, without limitation, delivery of an endorsement to the Mortgage Policy with respect to such Principal Property and a legal opinion from local counsel in the State of such Principal Property), in order to ensure that such Principal Property no longer secures the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties Company under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of 2011 Senior Notes and the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents2013 Senior Notes.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to Cause 100% of the Borrowing Base Properties Equity Interests in each of its direct or indirect Domestic Subsidiaries (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of titleExcluded Subsidiaries) and all 65% of the Pledged voting Equity Interests and 100% of the non-voting Equity Interests in each of its first-tier Foreign Subsidiaries to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; . (b) except If, subsequent to the extent the delivery of the following wouldClosing Date, in the judgment of the Administrative Agenta Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request as Collateral hereunder or under any of the Security Documents, promptly (and in connection with any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the foregoingAdministrative Agent of same. (c) Each Credit Party shall, and shall cause each of its Subsidiaries (other than Excluded Subsidiaries) to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions any of the actions described in Section 4.1(d) or (e) hereof and other organizational and authorizing documents delivery of such Person, favorable opinions of counsel counsel) to such Person ensure that the Administrative Agent has a first priority perfected Lien (which shall coversubject to Permitted Liens) to secure the Credit Party Obligations in (i) subject to the limitations set forth in the Security Agreement, among other things, the legality, validity, binding effect and enforceability all personal property of the documentation referred to above and Credit Parties located in the perfection of the Administrative Agent’s Liens thereunder) and United States (other items of the types required to be delivered pursuant to Section 5.01(cthan any liquor licenses held by Excluded Subsidiaries) and (d), all in form, content and scope reasonably satisfactory ii) subject to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) limitations set forth in the Administrative Agent for any and all costsSecurity Agreement, expenses, losses, claims, fees or other amounts paid or incurred to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties (other than any liquor licenses held by Excluded Subsidiaries). Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the extent paid or incurred in connection with covenants regarding the filing or recording location of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations personal property as set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; Agent and (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party will (a) cause The Borrowers shall at all real Property interests related to the times subject all Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Assets and all of the Pledged Interests to be subject at all times their respective personal property to first priority, perfected and, priority Liens (subject in the any case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens to Permitted Liens) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Credit Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in and deliver all Borrowing Base Deliverables (and any case only updates to Permitted Liens; (b) except to the extent the delivery any of the following would, in the judgment of the Administrative Agent, be redundant information or duplicative of such items materials delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver as a portion thereof) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify . In furtherance of the Borrowers’ obligations under this Section 6.16, each of the Borrowers hereby agree that they shall, from time to time, at their own expense, promptly execute, deliver, file and/or reimburse (as applicable) record all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent for may reasonably request (including, without limitation, the procurement of landlord consents with respect to the assignment of the applicable Borrower’s interests in any Borrowing Base Assets), in order to (a) properly evidence the Borrowers’ Obligations hereunder or under any Credit Document or (b) perfect, continue and all costs, expenses, losses, claims, fees protect the Liens and security interests granted or other amounts paid or incurred purported to be granted by any Collateral Documents and to enable the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, exercise and enforce its rights and interests therein or remedies hereunder and under any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Document with respect to the any Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c. The applicable Borrower(s) shall be in addition promptly deliver to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms a copy of each such instrument and conditions evidence of the Collateral Documentsits proper filing or recording, as necessary.

Pledged Assets. Each Cause the Collateral of each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms Collateral Documents (subject to Liens permitted pursuant to Section 7.01 and conditions of the perfection exceptions set forth in the Collateral Documents) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions, and favorable opinions of counsel to such Person, all in form reasonably satisfactory to the Administrative Agent; provided, that, notwithstanding anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this section shall not require the creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to, particular assets of the Loan Parties, if, and for so long as and to the extent that the Administrative Agent and the US Borrower agree in writing that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, shall be excessive in view of the benefits to be obtained by the holders of the Obligations therefrom, (b) Liens required to be granted from time to time shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Third Restatement Date, (c) no perfection actions shall be required with respect to motor vehicles, other assets categorized as “serial numbered goods” under the British Columbia Personal Property Security Regulation (at present, manufactured homes, boats, outboard motors, trailers and aircraft) and other assets subject to certificates of title, and (d) in no event shall notices be required to be sent to contractual third parties unless and until an Event of Default has occurred and is continuing. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets by any Loan Party where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents. For the avoidance of doubt, no perfection actions shall be required other than the filing of UCC financing statements or PPSA financing statements.

Pledged Assets. Each Loan Party will (ai) cause all of its owned and leased real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all and personal Property (includingsubject, without limitationin the case of owned real Property, any and all construction drawings, construction plans and architectural renderings relating theretoto Section 7.15) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned)Property, title insured Liens in favor of the Administrative Collateral Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Collateral Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Collateral Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Collateral Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Collateral Agent shall reasonably request.

Pledged Assets. (a) Each Loan Party will (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected (other than deposit accounts and cash and except as otherwise contemplated or otherwise not required by the Collateral Documents) and, in the case of the real Property interest in each Borrowing Base Property (whether which is ground leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(g), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), . (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests owned by it of (A) each Domestic Subsidiary (other than a Subsidiary of a non-Guarantor Foreign Subsidiary) and (cB) above shall each Foreign Subsidiary that the Borrower elects to cause to become a Guarantor pursuant to Section 7.12, and (ii) sixty-five percent (65%) (or such greater percentage that, due to a change in applicable Law after the date hereof, (A) could not apply reasonably be expected to cause the extent undistributed earnings of such obligation would violate the Parent’s requirements with respect First-Tier Foreign Subsidiary as determined for United States federal income Tax purposes to maintaining its status be treated as a REIT; deemed dividend to such First-Tier Foreign Subsidiary’s United States parent and (dB) could not reasonably be expected to cause the rights any material adverse Tax consequences) of the applicable Loan Parties under issued and outstanding Equity Interests entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests owned by it that are not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each First-Tier Foreign Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request. In addition, with respect to any Foreign Subsidiary the Equity Interests of which are required to be pledged hereunder, and without limitation of the foregoing, the Loan Parties shall cause to be delivered to the Administrative Agent (i) such local law security documents as the Administrative Agent shall reasonably request and deem necessary for the purpose of effecting such Lien on the issued and outstanding Equity Interests of such Foreign Subsidiary that are required to be pledged hereunder and ensuring the validity and enforceability of such Lien under applicable local law, and (ii) to the extent reasonably requested by the Administrative Agent, a customary legal opinion (taking into consideration, among other things, local customs regarding the issuance of legal opinions) covering the creation and perfection of such Lien under such applicable local law. (c) Notwithstanding anything to the contrary in this Section 7.14, paragraphs (a) and (b) of this Section 7.14 shall not require the creation or perfection of a security interest in favor of the Administrative Agent or any holder of any Obligation in, or the obtaining of title insurance, surveys or any other documents with respect to, any Property acquired after the Closing Date if and for so long as the Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the cost of creating or perfecting such security interests in such Property or obtaining title insurance, surveys or such other documents in respect of such Property.

Pledged Assets. Each Loan Credit Party will (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s 's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c5.1(d) and (d)Section 7.15, all in form, content and scope reasonably satisfactory to the Administrative Agent; . Without limiting the generality of the above, the Credit Parties will cause (cA) indemnify and/or reimburse 100% of the issued and outstanding Capital Stock in the Borrower, (as applicableB) 100% of the Administrative Agent for any issued and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent outstanding Capital Stock in each Wholly Owned Subsidiary which is not a Foreign Subsidiary, (C) to the extent paid permitted under such Person's organizational or incurred governing documents, all of the issued and outstanding Capital Stock owned by the Credit Parties in connection with each Joint Venture which is not an Unrestricted Joint Venture, (D) all of the filing loan and security documents required by Section 7.13 and relating to Indebtedness owing by any Joint Venture to any Credit Party, and (E) 65% (or recording such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) (but in any event not to exceed 80% of the aggregate value of the Capital Stock of any documents, agreement or instruments related to Foreign Subsidiary) in each Foreign Subsidiary directly owned by the Collateral, the protection of any of the Collateral, its rights and interests therein Borrower or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; providedDomestic Subsidiary, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Party will (a) cause The Borrowers shall at all real Property interests related to the times subject all Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Assets and all of the Pledged Interests to be subject at all times their respective personal property to first priority, perfected and, priority Liens (subject in any case to Permitted Liens which by operation of law or contract would have priority over the case of Liens securing the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Obligations) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Credit Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in and deliver all Borrowing Base Deliverables (and any case only updates to Permitted Liens; (b) except to the extent the delivery any of the following would, in the judgment of the Administrative Agent, be redundant information or duplicative of such items materials delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver as a portion thereof) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify . In furtherance of the Borrowers’ obligations under this Section 6.16, each of the Borrowers hereby agree that they shall, from time to time, at their own expense, promptly execute, deliver, file and/or reimburse (as applicable) record all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent for may reasonably request (including, without limitation, the procurement of landlord consents with respect to the assignment of the applicable Borrower’s interests in any Borrowing Base Assets), in order to (a) properly evidence the Borrowers’ Obligations hereunder or under any Credit Document or (b) perfect, continue and all costs, expenses, losses, claims, fees protect the Liens and security interests granted or other amounts paid or incurred purported to be granted by any Collateral Documents and to enable the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, exercise and enforce its rights and interests therein or remedies hereunder and under any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Document with respect to the any Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c. The applicable Borrower(s) shall be in addition promptly deliver to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms a copy of each such instrument and conditions evidence of the Collateral Documentsits proper filing or recording, as necessary.

Pledged Assets. Each Loan Party will (ai) cause all real of its owned and leased personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Party will (a) Each Borrower will, and will cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels)each of its Subsidiaries to, all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all cause 100% of the Pledged Interests Capital Stock of each of its direct or indirect Domestic Subsidiaries and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of each of its first-tier Foreign Subsidiaries to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure for the Obligations ratable benefit of the Lenders pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Borrower shall acquire any securities, instruments (except checks), chattel paper or other personal property with a value in excess of $50,000 required for perfection and/or priority to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after such acquisition notify the Administrative Agent in writing of same. Each Borrower shall, and shall cause each of its Subsidiaries to, take such action at its own expense as may be necessary or otherwise requested by the Administrative Agent (including, without limitation, any of the actions described in Sections 4.1(d) and (e) hereof) to ensure that the Administrative Agent has a first priority perfected Lien to secure the Borrowers’ Obligations in (i) all personal property Collateral of the Borrowers located in the United States, (ii) to the extent deemed to be material by the Administrative Agent in its reasonable discretion, all other personal property Collateral of the Borrowers and (iii) to the extent required by the Administrative Agent in its reasonable discretion, all real property owned by the Borrowers, subject in any each case only to Permitted Liens; . (bc) except If, subsequent to the Closing Date, a Borrower acquires a fee interest in any real property with a value in excess of $1,000,000, such Borrower shall deliver to the Administrative Agent within 90 days following the date of such acquisition, such Mortgage Instruments and other documentation as necessary to perfect the Administrative Agent’s security interest therein in accordance with the provisions of Section 4.1(e). (d) If, subsequent to the Closing Date, a Borrower leases a warehouse, plant or other real property material to such Borrower’s business, such Borrower shall deliver to the Administrative Agent within 90 days following the date of such lease such estoppel letters, consents and waivers from the landlord on such real property as may be required by the Administrative Agent or to the extent the delivery of the following would, in the judgment of deemed necessary by the Administrative Agent, be redundant or duplicative of such items delivered leasehold mortgages in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection accordance with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents provisions of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c4.1(d) and (de), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties Each Credit Party (other than a Permitted Real Estate Entity) will cause (i) 100% of the Designated Outparcels), all personal Property Capital Stock owned by it of each of its direct or indirect Material Domestic Subsidiaries (including, without limitation, other than any Permitted Real Estate Entity) and all construction drawings, construction plans 100% of the Capital Stock owned by it of each of its first-tier Material Foreign Subsidiaries (not to exceed 65% of the aggregate Capital Stock of such Material Foreign Subsidiary) and architectural renderings relating thereto(ii) 100% of the Capital Stock owned by the Loan Parties and relating to Borrower or any Borrowing Base Properties (other than vehicles subject to certificates of title) and all its Subsidiaries of the Pledged Interests any Permitted Real Estate Entity to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Credit Party (other than a Permitted Real Estate Entity) shall acquire any real property or any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) to ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Obligations (subject to Permitted Liens) in (i) all personal property of the Credit Parties located in the United States (including, without limitation, take all actions necessary under the Federal Assignment of Claims Act to ensure the Administrative Agent has a first priority perfected Lien on any government receivables), (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their reasonable discretion, all other personal property of the Credit Parties, subject in any each case only to Permitted Liens; , and (biii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required deemed to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred material by the Administrative Agent or the Required Lenders in its or their reasonable discretion, such real property of the Credit Parties located in the United States. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the extent paid or incurred in connection with covenants regarding the filing or recording location of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations personal property as set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents.

Pledged Assets. Each Loan Party will (a) Each Credit Party will cause all real Property interests related 100% of the Equity Interest in each of its direct or indirect Domestic Subsidiaries (unless such Domestic Subsidiary is owned by a Foreign Subsidiary) and 65% (to the Borrowing Base Properties (other than extent the Designated Outparcels)pledge of a greater percentage would be unlawful or would cause any materially adverse tax consequences to the Borrower or any Guarantor) of the voting Equity Interest and 100% of the non-voting Equity Interest of its first-tier Foreign Subsidiaries, all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) in each case to the extent owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests such Credit Party, to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request. (b) Subject to the terms of subsection (c) below, each Credit Party will cause its real property located in the United States acquired after the Closing Date and all tangible and intangible personal property now owned or hereafter acquired to be subject at all times to a first priority, perfected Lien (subject in any each case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment favor of the Administrative AgentAgent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. Each Credit Party shall, be redundant or duplicative and shall cause each of such items delivered in connection with or under its Subsidiaries to, adhere to the Existing Credit Agreement with respect to any Collateral described covenants set forth in the foregoing clause Security Documents. (a)c) To the extent otherwise permitted hereunder, deliver if any Credit Party intends to acquire a fee ownership interest in any real property (“Real Estate”) after the Closing Date and such Real Estate has a fair market value in excess of $50,000,000, it shall provide to the Administrative Agent promptly (i) such security documentation as the Administrative Agent may request to cause such Real Estate to be subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent and (ii) such other documentation as the Administrative Agent agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statementstitle, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions reports and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d)counsel, all in form, content form and scope substance reasonably satisfactory to the Administrative Agent; . (cd) indemnify and/or reimburse (as applicable) the Administrative Agent for any Each Credit Party shall timely and fully pay and perform its obligations under all costs, expenses, losses, claims, fees or leases and other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights agreements with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall each leased location or public warehouse where any Collateral is or may be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documentslocated.

Pledged Assets. Each Loan Party will At all times, (a) cause all real Real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoExcluded Property) owned by the of each Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Party to be subject at all times to first priority, perfected Liens (except for Permitted Liens) and, in the case of the real Property interest in each Borrowing Base owned and leased Real Property (whether leased or ownedother than Excluded Property), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request deems necessary in connection with the foregoing, including, without limitation, including appropriate UCC-1 UCC financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d4.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary (other than Excluded Subsidiaries) and (b) and 65% (cor such greater percentage that could not reasonably be expected to cause any adverse tax consequences) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien (subject to non-consensual Permitted Liens) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall request. With respect to each Account for which either the perfection, enforceability, or validity of the Administrative Agent’s Liens in such Account, or the Administrative Agent’s right or ability to obtain direct payment to the Administrative Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the UCC, the Loan Parties will take such steps as the Administrative Agent may from time to time reasonably deem necessary, including compliance with the Federal Assignment of Claims Act of 1940, the Social Security Act, the Medicare Regulations and the Medicaid Regulations, in each case and such acts, rules and regulations may be amended, modified, supplemented and/or replaced from time to time.

Pledged Assets. (a) Each Loan Party will (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected (other than deposit accounts and cash and except as otherwise contemplated or otherwise not required by the Collateral Documents) and, in the case of the real Property interest in each Borrowing Base Property (whether which is ground leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s 's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(g), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), . (b) Each Loan Party will cause 100% of the issued and outstanding Equity Interests owned by it of each Domestic Subsidiary and sixty-five percent (65%) (or such greater percentage that, due to a change in applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income Tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's United States parent and (cB) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse Tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Equity Interests entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests owned by it that are not entitled to vote of each First-Tier Foreign Subsidiary (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request. (c) Notwithstanding anything to the contrary in this Section 7.14, paragraphs (a) and (b) of this Section 7.14 shall not require the creation or perfection of a security interest in favor of the Administrative Agent or any holder of any Obligation in, or the obtaining of title insurance, surveys or any other documents with respect to, any Property acquired after the Closing Date if and for so long as the Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the cost of creating or perfecting such security interests in such Property or obtaining title insurance, surveys or such other documents in respect of such Property.

Pledged Assets. Each Loan Credit Party will, and will cause each of its Subsidiaries to, cause (ai) cause all of its owned real Property interests related and personal property located in the United States, (ii) to the Borrowing Base Properties (other than extent deemed to be material by the Designated Outparcels)Agent or the Required Lenders in its or their sole reasonable discretion, all of its other owned real and personal Property property and (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoiii) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of its leased real property located in the Pledged Interests United States to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject . With respect to any real property (whether leased or owned) located in the United States of America acquired by any case only to Permitted Liens; (b) except direct or indirect Subsidiary of the Borrower subsequent to the extent Closing Date, such Person will cause to be delivered to the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement Agent with respect to any Collateral described in the foregoing clause (a)such real property documents, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) instruments and other items of the types required to be delivered pursuant to Section 5.01(c5.1(e) and (d), all in form, content and scope reasonably satisfactory form acceptable to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by generality of the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateralabove, the protection of any Credit Parties will cause 100% of the Collateral, its rights Capital Stock in the Borrower and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations each of the Loan Parties referenced herein other direct or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights indirect Subsidiaries of the applicable Loan Parties under the Lease Agreements Parent to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Agent shall reasonably request. If, subsequent to the Closing Date, a Credit Party shall (a) acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Agent as Collateral hereunder or under any of the Collateral Documents or (b) acquire or lease any real property, the Borrower shall promptly (and in any event within three (3) Business Days) after any Executive Officer of a Credit Party acquires knowledge of same notify the Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action (including but not limited to the actions set forth in Sections 5.1(d) and (e)) at its own expense as requested by the Agent to ensure that the Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all owned real property and personal property of the Credit Parties located in the United States, (ii) to the extent deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, all other owned real and personal property of the Credit Parties and (iii) all leased real property located in the United States, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Agreements.

Pledged Assets. Each Loan Party will (a) Each Credit Party will cause all real Property interests related to 100% of the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) Capital Stock of each of its direct or indirect Domestic Subsidiaries owned by the Loan Parties such Credit Party and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) its Domestic Subsidiaries and all 65% of the Pledged Interests Capital Stock in each of the first tier Foreign Subsidiaries owned by such Credit Party and its Domestic Subsidiaries to be subject at all times to a first priority, perfected andLien (subject to Permitted Liens, other exceptions expressly set forth in the Security Documents and in the case of the real Property Foreign Subsidiaries, applicable foreign laws regarding security interest in each Borrowing Base Property (whether leased or owned), title insured Liens and perfection matters) in favor of the Administrative Collateral Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; . (b) except If, subsequent to the extent Closing Date, a Credit Party shall acquire any Intellectual Property, securities, instruments, chattel paper or other personal property required to be pledged to the delivery Collateral Agent as Collateral hereunder or under any of the following wouldSecurity Documents, the Borrower shall promptly (and in the judgment any event within ten (10) Business Days) after any Responsible Officer of the Administrative Agent, be redundant or duplicative a Credit Party acquires knowledge of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as same notify the Administrative Agent may reasonably request in connection with of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the foregoing, Administrative Agent (including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability any of the documentation referred actions described in Section 4.1(d) or (e) hereof) to above and ensure that the perfection Collateral Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all personal property of the Administrative Agent’s Liens thereunderCredit Parties located in the United States and (ii) and other items of to the types required extent deemed to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred material by the Administrative Agent to or the extent paid Required Lenders in its or incurred in connection with the filing or recording of any documentstheir sole reasonable discretion, agreement or instruments related to the Collateral, the protection of any all other personal property of the CollateralCredit Parties, its rights subject in each case only to Permitted Liens and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations exceptions expressly set forth in this clause (c) the Security Documents. Each Credit Party shall, and shall be in addition cause each of its Subsidiaries to, adhere to and in furtherance the covenants regarding the location of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations personal property as set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents.

Pledged Assets. Each Loan Party will (a) (i) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all of its personal Property (including, without limitation, any and all construction drawingsits rights in each Intercompany Note) consisting of Collateral, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property, to be subject at all times from and after the Effective Date to first prioritypriority (subject to the terms of the Intercreditor Agreement), perfected and, in the case of the real Property interest in each Borrowing Base Property Liens (whether leased or owned), title insured Liens subject to Permitted Liens) in favor of the Administrative Collateral Agent to secure for its benefit and the Obligations pursuant to the terms and conditions benefit of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents Secured Parties (as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, defined in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunderapplicable Security Agreement) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, (ii) with respect to any such Property, other than Excluded Property, acquired subsequent to the Effective Date, within 90 days of acquisition (or such later date as may be agreed to by the Collateral Agent), cause such Property to be subject to first priority (subject to the terms of the Intercreditor Agreement), perfected Liens in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties (as defined in the applicable Security Agreement) to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, subject in any case to Permitted Liens, (iii) register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Documents or otherwise deemed by the Collateral Agent reasonably necessary for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens other than Permitted Liens, (iv) deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Collateral Agent as the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens (subject to Permitted Liens) on the Collateral pursuant to the Collateral Documents and (v) during the continuance of an Event of Default, upon the exercise by the Administrative Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent may require in connection with such exercise. Without limiting the generality of the above, so long as it is not otherwise Excluded Property, the Loan Parties will cause (i) 100% of the issued and outstanding Capital Stock of (x) each Material Domestic Subsidiary, (y) each Joint Venture (solely with respect to any Joint Venture that would otherwise qualify as a Material Domestic Subsidiary if such Joint Venture were a Wholly Owned Subsidiary) and (z) the ETMC JV, in each case owned by any Borrower or any Guarantor, (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Effective Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrowers or any Guarantor to be subject at all times from and after ninety days after the Effective Date or later date of a Loan Party’s acquisition thereof (or such other date as may be agreed to by the Collateral Agent) to a first priority (subject to the terms of the Intercreditor Agreement), perfected Lien (subject to Permitted Liens) in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents, (iii) (A) all intercompany loans permitted by Sections 8.02(g) and (ee) to be evidenced by Intercompany Notes (and in the case of intercompany loans permitted by Section 8.02(g), secured by Intercompany Security Documents) and (B) its rights in all such Intercompany Notes (and in the case of intercompany loans permitted by Section 8.02(g), Intercompany Security Documents) to be pledged to the Collateral Agent pursuant to the Collateral Assignment Documents and such other security documents as the Collateral Agent may reasonably request and (iv) the applicable Loan Parties to execute and deliver an account control agreement in form and substance reasonably satisfactory to the Collateral Agent (or an assignment or amendment of an existing Deposit Account Control Agreement to reflect the Agency Transfer) with respect to each Deposit Account (other than Excluded Deposit Accounts and Excluded ETMC Accounts) within ninety (90) days after the Effective Date (with time periods to be extended with the consent of the Collateral Agent). Notwithstanding the foregoing, the parties hereto agree the Loan Parties shall not be required to comply with the terms of this Section 7.14 with respect to Subsidiaries created subsequent to the Effective Date until the documentation described in Section 7.12(a) is delivered or required to be delivered with respect to such Subsidiary.

Pledged Assets. Each Loan Party will of the Credit Parties (as applicable) shall, at all times: (a) cause all real Property interests related (i) have delivered to the Borrowing Base Administrative Agent fully executed and notarized (A) Mortgage Instruments and (B) Assignments of Leases, with respect to each of the Approved Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by such Person, and (ii) cause the Loan Parties and relating to any Borrowing Base Approved Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured priority Liens in favor of the Collateral Agent for the benefit of the Secured Parties (subject to Permitted Liens and such other encumbrances as may be from time to time approved by the Administrative Agent, in writing); (b) cause 100% of the issued and outstanding Capital Stock of the Borrower owned by the REIT Guarantor and 100% of the issued and outstanding Capital Stock of the Credit Party Subsidiaries (direct and indirect) of the Borrower (other than such Capital Stock as may be held by non-Credit Parties pursuant to and in accordance with the terms hereof) to be subject to a first priority, perfected Lien in favor of the Collateral Agent to secure for the Obligations benefit of the Secured Parties pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; ; (bc) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d)the terms of this Agreement, all in form, content and scope reasonably satisfactory to the Administrative Agent; (cprovided, that this clause 7.17(c) indemnify and/or reimburse (as applicable) shall not be interpreted to expand the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred scope of the materials required to be delivered by the Administrative Agent to the extent paid or incurred Borrower in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Section 7.12 hereof with respect to the Collateralany Proposed Approved Property; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and and (d) cause Borrower’s rights to all funds escrowed in connection with that certain Agreement of Sale and Purchase dated as of April 1, 2004 between HSOV Manhattan Towers, LP and the rights of the applicable Loan Parties under the Lease Agreements Borrower to be subject at all times assigned to first prioritythe Administrative Agent, perfected Liens in favor for the benefit of the Administrative Agent to secure and Lenders, as security for the Obligations pursuant to hereunder until such funds are fully utilized in accordance with any agreements between the terms Borrower and conditions of the Collateral DocumentsHSOV Manhattan Towers, LP with respect thereto.

Pledged Assets. Each Loan Party will (a) cause The Borrowers shall at all real Property interests related to the times subject all Mortgaged Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Assets and all of the Pledged Interests to be subject at all times their respective personal property to first priority, perfected and, priority Liens (subject in any case to Permitted Liens which by operation of law or contract would have priority over the case of Liens securing the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Obligations) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Credit Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in and deliver all Borrowing Base Asset Deliverables (and any case only updates to Permitted Liens; (b) except to the extent the delivery any of the following would, in the judgment of the Administrative Agent, be redundant information or duplicative of such items materials delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver as a portion thereof) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify . In furtherance of the Borrowers' obligations under this Section 6.16, the Borrowers hereby agree that they shall, from time to time, at their own expense, promptly execute, deliver, file and/or reimburse (as applicable) record all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent for may reasonably request (including, without limitation, the procurement of landlord consents with respect to the assignment of the applicable Borrower's interests in any Borrowing Base Assets), in order to (a) properly evidence the Borrowers' Obligations hereunder or under any Credit Document or (b) perfect, continue and all costs, expenses, losses, claims, fees protect the Liens and security interests granted or other amounts paid or incurred purported to be granted by any Collateral Documents and to enable the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, exercise and enforce its rights and interests therein or remedies hereunder and under any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Document with respect to the any Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c. The applicable Borrower(s) shall be in addition promptly deliver to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms a copy of each such instrument and conditions evidence of the Collateral Documentsits proper filing or recording, as necessary or desirable.

Pledged Assets. Each Subject to Section 7.17 and Section 12 of the Amendment and Restatement Agreement, each Loan Party will (a) (i) cause all real of its owned Real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all and personal Property (including, without limitation, any its rights in each Intercompany Note and all construction drawingsthe Intercompany Security Documents) consisting of Collateral, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property, to be subject at all times from and after Effective Date to first prioritypriority (subject to the terms of the Intercreditor Agreement), perfected and, in the case of the real Property interest in each Borrowing Base Property Liens (whether leased or owned), title insured Liens subject to Permitted Liens) in favor of the Administrative Agent for its benefit and the benefit of the Secured Parties (as defined in the applicable Security Agreement) to secure the Obligations pursuant to the terms and conditions of the Collateral Documents orDocuments, (ii) with respect to any such Property Property, other than Excluded Property, acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyEffective Date, within 90 days of acquisition (or such later date as may be agreed to by the Administrative Agent), cause such Property to be subject to first priority (subject to the terms of the Intercreditor Agreement), perfected Liens in favor of the Administrative Agent for its benefit and the benefit of the Secured Parties (as defined in the applicable Security Agreement) to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, subject in any case to Permitted Liens, (iii) register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Documents or otherwise deemed by the Administrative Agent reasonably necessary for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens other than Permitted Liens, (iv) deliver or cause to be delivered to the Administrative Agent from time to time such other additional security documents documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably request, deem necessary to perfect or maintain the Liens (subject in any case only to Permitted Liens) on the Collateral pursuant to the Collateral Documents, (v) during the continuance of an Event of Default, upon the exercise by the Administrative Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent may require in connection with such exercise and (vi) if the Administrative Agent or the Required Lenders determine that they are required by Law to have appraisals prepared in respect of the owned Real Property of any Loan Party constituting Collateral and having a fair market value in excess of $5,000,000, provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA or such other applicable Laws; provided, however, that the Loan Parties shall not be responsible for the cost of obtaining more than one (1) appraisal per calendar year for any individual owned Real Property site and (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate Mortgage Instruments, UCC-1 financing statements, real estate title insurance policies, surveys, environmental reportsreports (limited to Phase Is), landlord’s waiversa completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each owned Real Property constituting Collateral and having a fair market value in excess of $5,000,000 (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each applicable Loan Party relating thereto) and if such owned Real Property is located in a flood hazard area, evidence of insurance required pursuant to Section 7.07, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c5.01(f) and (d), all in form, content and scope (and prepared by vendors selected by the Borrower) reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (. Without limiting the generality of the above, so long as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateralit is not otherwise Excluded Property, the protection of any Loan Parties will cause (i) 100% of the Collateralissued and outstanding Capital Stock of (x) each Material Domestic Subsidiary, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights (y) each Joint Venture (solely with respect to the Collateral; provided, any Joint Venture that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (bwould otherwise qualify as a Material Domestic Subsidiary if such Joint Venture were a Wholly Owned Subsidiary) and (cz) above shall the ETMC JV, in each case owned by the Borrower or any Guarantor, (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Effective Date, (A) could not apply reasonably be expected to cause the extent undistributed earnings of such obligation would violate the Parent’s requirements with respect Foreign Subsidiary as determined for U.S. federal income tax purposes to maintaining its status be treated as a REIT; deemed dividend to such Foreign Subsidiary’s United States parent and (dB) could not reasonably be expected to cause the rights any material adverse tax consequences) of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Guarantor to be subject at all times from and after ninety days after the Effective Date or later date of a Loan Party’s acquisition thereof (or such other date as may be agreed to by the Administrative Agent) to a first prioritypriority (subject to the terms of the Intercreditor Agreement), perfected Liens Lien (subject to Permitted Liens) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, (iii) (A) all intercompany loans permitted by Sections 8.02(g) and (ee) to be evidenced by Intercompany Notes (and in the case of intercompany loans permitted by Section 8.02(g), secured by Intercompany Security Documents) and (B) its rights in all such Intercompany Notes (and in the case of intercompany loans permitted by Section 8.02(g), Intercompany Security Documents) to be pledged to the Administrative Agent pursuant to the Collateral Assignment Documents and such other security documents as the Administrative Agent may reasonably request and (iv) the applicable Loan Parties to execute and deliver an account control agreement in form and substance reasonably satisfactory to the Administrative Agent (or an assignment or amendment of an existing deposit account control agreement to reflect the Agency Transfer) with respect to each deposit account (other than Excluded Deposit Accounts (as defined in the ABL Credit Agreement) and Excluded ETMC Accounts (as defined in the ABL Credit Agreement)) within ninety (90) days after the Effective Date (with time periods to be extended with the consent of the Administrative Agent). Notwithstanding the foregoing, the parties hereto agree the Loan Parties shall not be required to comply with the terms of this Section 7.14 with respect to Subsidiaries created subsequent to the Effective Date until the documentation described in Section 7.12(a) is delivered or required to be delivered with respect to such Subsidiary.

Pledged Assets. Each Loan Credit Party will (a) cause all real Property interests related to of its owned personal property located in the Borrowing Base Properties (United States other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations loans and obligations owing hereunder pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to . Without limiting the extent the delivery generality of the following wouldabove, in the judgment Credit Parties will cause (i) 100% of the Administrative Agent, be redundant issued and outstanding Capital Stock of each Domestic Subsidiary and (ii) 66% (or duplicative of such items delivered greater percentage which would not result in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability material adverse tax consequences) of the documentation referred issued and outstanding Capital Stock entitled to above vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and the perfection 100% of the Administrative Agent’s Liens thereunderissued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and other items of each Canadian Subsidiary directly owned by the Borrower or any Domestic Subsidiary of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Borrower to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request. If, subsequent to the Closing Date, a Credit Party shall acquire any Property required to be pledged to the Administrative Agent as Collateral by this Section 7.13 or by any of the Collateral Documents, the Credit Parties shall promptly notify the Administrative Agent of the same and each Credit Party shall, and shall cause each of its Domestic Subsidiaries to, take such action (including but not limited to the actions set forth in Sections 5.1(d) and (e)) at its own expense as requested by the Administrative Agent to ensure that the Administrative Agent has a first priority, perfected Lien to secure the obligations of the Credit Parties under the Credit Documents in all owned personal property of the Credit Parties located in the United States other than Excluded Property, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Agreement.

Pledged Assets. Each Loan Credit Party will (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c5.1(d) and (de), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by generality of the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateralabove, the protection of any Credit Parties will cause (A) 100% (or, if less, the full amount owned by such Credit Party) of the Collateralissued and outstanding shares of Capital Stock owned by such Credit Party of each Domestic Subsidiary (other than a non-Wholly Owned Subsidiary which was in existence on the Closing Date until such time, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; providedif any, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (aas such Subsidiary becomes a Wholly Owned Subsidiary), (bB) 100% (or, if less, the full amount directly owned by such Credit Party) of the issued and outstanding Capital Stock of each Consolidated Party and (C) 65% (or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights 100% of the applicable Loan Parties under issued and outstanding Capital Stock not entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Agent shall reasonably request. If, subsequent to the Closing Date, a Credit Party shall acquire any Vehicle for which a certificate of title may be issued, such Credit Party shall promptly deliver to the Agent, in form and substance satisfactory to the Agent, evidence that (i) a certificate of title for such Vehicle has been issued by the appropriate governmental authority in the name of such Credit Party with the Agent’s security interest noted thereon or (ii) the documentation necessary to have a certificate of title issued by the appropriate governmental authority in the name of such Credit Party with the Agent’s security interest noted thereon has been delivered to such appropriate governmental authority.

Pledged Assets. Each Loan Party will (a) Subject to Sections 6.14(c), at all times, (i) cause all real Property interests related to the Borrowing Base Properties Collateral (other than the Designated Outparcels), all personal Property (including, without limitation, Excluded Accounts) now or hereafter owned or leased by any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Party to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property Liens (whether leased or owned), title insured Liens in favor of the Administrative Agent except for Permitted Liens) to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 UCC financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable Person and opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; . (cb) indemnify and/or reimburse (as applicable) Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in will cause 100% of the issued and outstanding Equity Interest of each Domestic Subsidiary (but no Equity Interest of any other Loan Document; provided further, that the obligations set forth in clauses (a), (bForeign Subsidiary) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights 100% of the applicable Equity Interests held by the Loan Parties under the Lease Agreements in MediaXstream, LLC to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall request. (c) With respect to each Account for which either the perfection, enforceability, or validity of the Administrative Agent’s Liens in such Account, or the Administrative Agent’s right or ability to obtain direct payment to the Administrative Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the UCC, the Loan Parties will take such steps as the Administrative Agent may from time to time reasonably request, provided that the Loan Parties shall not be required to take any action under this Section 6.14(c) unless the aggregate amount of such Accounts governed by statutory requirements other than the UCC exceeds $250,000 at any time. (d) Each Loan Party shall also grant to the Administrative Agent a first priority perfected security interest in any additional property it owns or acquires, to secure the Obligations pursuant to the terms of the Loan Documents.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related As collateral security for the payment of any post-Closing adjustment to the Borrowing Base Properties Merger Consideration under Section 3.1, or any indemnification obligations of the Stockholder pursuant to Article 10, the Stockholder shall, and by execution hereof does hereby, transfer, pledge and assign to USFloral, for the benefit of USFloral, a security interest in the following assets (other than the Designated Outparcels)"Pledged Assets"): (i) at Closing, cash equal to five percent (5%) of the Closing Date Consideration and that number of shares of USFloral Common Stock with a value, based on the Merger Price, equal to five percent (5%) of the Closing Date Consideration as the same may have been adjusted pursuant to Section 2.2 or Section 3.1 hereof; upon determination of the Earn-Out Consideration, cash equal to five percent (5%) of the Earn-Out Consideration and that number of shares of USFloral Common Stock, valued at the Earn-Out Price, equal to five percent (5%) of the Earn-Out Consideration; and the certificates and instruments, if any, representing or evidencing such Pledged Assets; (ii) all securities hereafter delivered to the Stockholder with respect to or in substitution for the Pledged Assets, all personal Property (includingcertificates and instruments representing or evidencing such securities, without limitation, any and all construction drawingscash and non-cash dividends and other property at any time received, construction plans receivable or otherwise distributed in respect of or in exchange for any or all thereof; and architectural renderings relating theretoin the event the Stockholder receives any such property, the Stockholder shall hold such property in trust for USFloral and shall immediately deliver such property to USFloral to be held hereunder as Pledged Assets; and (iii) owned by the Loan Parties all cash and relating to any Borrowing Base Properties (other than vehicles subject to certificates non-cash proceeds of title) and all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing the Pledged Interests Assets issued in the Stockholder's name in the Merger shall be delivered to USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at USFloral's request. The Stockholder shall, at the Closing, deliver to USFloral, for each such certificate, a stock power duly signed in blank by him. Any cash comprising the Pledged Assets shall be withheld by USFloral from distribution to the Stockholder and shall be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents orEscrow Agreement, which shall be substantially in the form attached hereto as Annex I. ------- (c) The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Merger Consideration pursuant to Section 3.1 and any indemnification obligations of the Stockholder pursuant to Article 10 until the date which is one year after the Effective Time (the "Release Date"). Promptly following the Release Date, USFloral shall return or cause to be returned to the Stockholder the Pledged Assets, less Pledged Assets having an aggregate value equal to the amount of (i) any post-Closing adjustment to the Merger Consideration under Section 3.1, (ii) any pending claim for indemnification made by any Indemnified Party (as defined in Article 10), and (iii) any indemnification obligations of the Stockholder pursuant to Article 10. For purposes of the preceding sentence and Article 10, the USFloral Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to any such Property acquired subsequent post-Closing adjustment to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as Merger Consideration under Section 3.1 and (y) the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except average of the closing price on the Nasdaq National Market per share of USFloral Common Stock for the five trading days prior to the extent satisfaction of an indemnification obligation (the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement "Market Value") with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered indemnification obligations pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsArticle 10.

Pledged Assets. Each Loan Party will (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent Liens to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent Lender shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Lender's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(h), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) Lender. Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations Lender pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Lender shall reasonably request.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; Agent and (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party will (a) To secure the Obligations, each Note Party shall cause all real Property interests related to 100% of the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any issued and all construction drawings, construction plans and architectural renderings relating thereto) outstanding Capital Stock of each Subsidiary directly owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Note Party to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Collateral Agent (subject to secure Permitted Liens), for the Obligations benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in Security Documents. In connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which the Company shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required cause to be delivered pursuant to Section 5.01(c) the Agents any filings and (d)deliveries necessary to perfect the security interests in such Capital Stock, all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection accordance with the filing or recording terms of any documents, agreement or instruments related to the Collateralapplicable Security Document governing such Lien. Notwithstanding the foregoing, the protection provisions of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent Capital Stock of any direct Subsidiary of an Issuer other than as included in the Security Documents on the Closing Date (or that is added pursuant to Section 5.17), provided that no Issuer shall at any time cause or consent to subjecting the Capital Stock of any additional direct Subsidiary to a Lien in favor of Chutzpah Holdings Ltd. pursuant to the Chutzpah Documents (or to any lender or purchaser in any refinancing or replacement of such obligation would violate the Parent’s requirements with respect to maintaining its status Indebtedness), unless that Note Party shall first, and as a REIT; and (d) cause condition to the rights grant of the applicable Loan Parties under the Lease Agreements to be subject at all times to first prioritysuch Lien, grant a first-priority perfected Liens Lien over Capital Stock of any such additional direct Subsidiary in favor of the Collateral Agent under the Security Documents such that the Lien in favor of Chutzpah Holdings Ltd. shall be junior in priority to the Lien under the Security Documents. (b) Without limiting any other provision of any Note Document, if any Note Party shall at any time acquire interests in property (other than Excluded Property) in a single transaction or series of transactions not otherwise subject to the Lien created by the Security Documents having a value of at least $500,000 in the aggregate, in each case not otherwise subject to a Lien pursuant to, and in accordance with, the Security Documents, that Note Party shall notify the Administrative Agent thereof, no later than ten (10) Business Day following the end of the calendar quarter during which such acquisition of interests has been made, and, if requested by the Administrative Agent, such Note Party shall, within ten (10) Business Days of such request (or such later date as acceptable to secure Administrative Agent in its sole discretion), execute, deliver and record a supplement to the Obligations Security Documents or other documents, subjecting such interest to the first priority Lien created by the Security Documents. In connection with the foregoing, if requested by the Collateral Agent, the Company shall cause to be delivered to the Agents (addressed to the Agents and the Purchasers) opinions of counsel requested by any Agent and any filings and deliveries necessary to perfect the security interests in such assets, all in substantially form and substance delivered on or about the Closing Date. Notwithstanding the foregoing, the provisions of this clause shall not apply to the property of any Note Party other than that of the French Issuer and the Company, provided that no other Note Party shall at any time cause or consent to the grant of any Lien on its property in favor of Chutzpah Holdings Ltd. pursuant to the terms Chutzpah Documents (or to any lender or purchaser in any refinancing or replacement of such Indebtedness), unless that Note Party shall first, and conditions as a condition to the grant of such Lien, grant a first-priority perfected Lien over that property in favor of the Collateral Agent under the Security Documents such that the Lien in favor of Chutzpah Holdings Ltd. shall be junior in priority to the Lien under the Security Documents.

Pledged Assets. Each Loan Party will (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s 's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(g), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) and 65% (cor such greater percentage that, due to a change in an applicable Law after the date hereof, (1) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights undistributed earnings of such Foreign Section 1. 956-2(c)(2)) and 100% of the applicable Loan Parties under issued and outstanding Capital Stock not entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1. 956-2(c)(2)) in each Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Party will (a) cause At the Closing, as collateral security for the payment of any indemnification obligations of the Shareholders pursuant to Article 5, the Shareholders shall enter into a pledge of stock and security agreement in the form attached hereto as Exhibit B (the "Pledge of Stock and Security Agreement"), to transfer, pledge and assign to DBT, for the benefit of DBT, a security interest in the following assets (the "Pledged Assets"): (i) for purposes of Article 5 (other than Section 5.1(a)(vii)) such number of shares of DBT Common Stock received in the Merger by the Shareholders which shall equal the product of (x) $800,000, and (y) the ownership percentage set forth beside each Shareholder's name on Schedule 2.2(b) hereto (the "Shares") and, for purposes of Section 5.1(a)(vii) only, such additional number of shares of DBT Common Stock received in the Merger by the Shareholders which shall equal the product of (x) $1,600,000, and (y) the ownership percentage set forth beside each Shareholder's name on Schedule 2.2(b) hereto (the "Additional Shares"), all real Property interests related in accordance with the Pledge of Stock and Security Agreement, and the certificates and instruments, if any, representing or evidencing each such Shareholder's Pledged Assets; (ii) all securities hereafter delivered to such Shareholder with respect to or in substitution for such Shareholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Shareholder receives any such property, such Shareholder shall hold such property in trust for DBT and shall immediately deliver such property to DBT to be held hereunder as Pledged Assets; and (iii) all non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the Borrowing Base Properties foregoing property. (b) Each certificate, if any, evidencing a Shareholder's Pledged Assets issued in his or her name in the Merger, shall be delivered to DBT directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at DBT's request. Each Shareholder shall, at the Closing, deliver to DBT, for each such certificate, a stock power duly signed in blank by him or her. Any cash that comprises a Shareholder's Pledged Assets shall be withheld by DBT from distribution to such Shareholder. (c) Unless the Pledged Assets are applied to satisfy any indemnification obligation of the Shareholders pursuant to Article 5, the Shareholders shall be entitled to retain cash proceeds from, and exercise any voting powers incident to, the Pledged Assets. (d) The Pledged Assets (other than the Designated Outparcels), all personal Property (including, without limitation, Additional Shares) shall be available to satisfy any and all construction drawings, construction plans and architectural renderings relating thereto) owned by indemnification obligations of the Loan Parties and relating Shareholders pursuant to any Borrowing Base Properties Article 5 (other than vehicles subject to certificates Section 5.1(a)(vii)) until the date which is earlier of title(x) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property one (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to 1) year after the Closing Date that becomes a Borrowing Base Propertyor (y) thirty (30) days after the date of filing with the Securities and Exchange Commission of DBT's annual report on Form 10-K for the fiscal year ended December 31, such other additional security documents as 1999, (the Administrative Agent "Release Date"). The Additional Shares shall reasonably request, subject in be available to satisfy any case only to Permitted Liens; (b) except to the extent the delivery indemnification obligations of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered Shareholders pursuant to Section 5.01(c5.1(a)(vii) which shall survive the Closing Date and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (Release Date as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause the Pledge of Stock and Security Agreement. Promptly following the Release Date, DBT shall return or cause to be returned to the Shareholders the Pledged Assets (cother than the Additional Shares), less Pledged Assets having an aggregate value equal to the amount of (i) shall be any pending claim for indemnification made by any Indemnified Party (as defined in addition to Article 5), and in furtherance of all other reimbursement or indemnity (ii) any satisfied indemnification obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply Shareholders pursuant to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights Article 5. For purposes of the applicable Loan Parties under preceding sentence and Article 5, the Lease Agreements to DBT Common Stock held as Pledged Assets shall be subject valued at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents$27.91 per share.

Pledged Assets. Each Loan Party will (a) At all times, (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests owned and leased Collateral of Borrower to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens and in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Loan Documents or, with respect to any such Property Collateral (excluding, but only until the covenant in Section 6.22 is required to be satisfied, the Additional European Collateral) acquired subsequent to the Closing Date that becomes a Borrowing Base Propertydate hereof, such other additional security documents as the Administrative Agent or any Lenders shall reasonably request, subject in any case only to Permitted Liens; Liens and (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent or any Lender may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 UCC financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d3.1(l), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), each Lender. (b) and (c) above shall not apply to Without limiting the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights generality of the applicable Loan Parties under above, the Lease Agreements Borrower will cause 100% of the issued and outstanding Capital Stock of each Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsLoan Documents or such other security documents as the Administrative Agent or any Lender shall request. (c) With respect to each Account for which either the perfection, enforceability, or validity of the Administrative Agent’s Liens in such Account, or the Administrative Agent’s right or ability to obtain direct payment to the Administrative Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the UCC, the Borrower will take such steps as the Administrative Agent or any Lender may from time to time reasonably request, including compliance with the Federal Assignment of Claims Act of 1940, and the Social Security Act, in each case and such acts, rules and regulations may be amended, modified, supplemented and/or replaced from time to time.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related As collateral security for the payment of any post-Closing adjustment to the Borrowing Base Properties (other than Initial Consideration under Section 2.1, or any indemnification obligations of the Designated OutparcelsShareholders pursuant to Article 9, the Shareholders shall, on the earliest of the dates specified in Section 1.2(f)(i), (ii) and (iii) hereof, transfer, pledge and assign to USFloral, for the benefit of USFloral, a security interest in the following assets (the "Pledged Assets"): (i) that number of shares of USFloral Common Stock with a value, based on the Initial Price, equal to twelve and eighty-five one-hundredths percent (12.85%) of each Shareholder's share of the Initial Consideration as the same may have been adjusted pursuant to Section 1.2 or Section 2.1 hereof, and the certificates and instruments, if any, representing or evidencing each such Shareholder's Pledged Assets (provided, that if no shares of USFloral Common -------- Stock have been issued at such time as a result of any of the conditions contemplated by Section 1.2(f)(i), (ii) and (iii) hereof, then the Pledged Assets referred to in this clause (i) shall be comprised solely of cash which shall be delivered by each such Shareholder on such date); (ii) all personal Property securities hereafter delivered to such Shareholder with respect to or in substitution for such Shareholder's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event such Shareholder receives any such property, such Shareholder shall hold such property in trust for USFloral and shall immediately deliver such property to United States legal counsel acceptable to the Shareholders, Oregon, as escrow agent to be held hereunder as Pledged Assets (includingprovided, that if the Pledged Assets -------- consist of cash as contemplated by the proviso to clause (a)(i) above, then the escrow agent shall instead be a Canadian chartered bank with a branch office located in Vancouver, British Columbia that is reasonably satisfactory to USFloral); and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights (including without limitation, any voting rights), titles, interests, privileges and all construction drawingspreferences appertaining or incident to the foregoing property. (b) Each certificate, construction plans and architectural renderings relating thereto) owned if any, evidencing a Shareholder's Pledged Assets issued in his or her name pursuant to this Agreement shall be delivered to an escrow agent directly by the Loan Parties and relating to any Borrowing Base Properties (transfer agent, such certificate bearing no restrictive or cautionary legend other than vehicles subject those imprinted by the transfer agent at USFloral's request. Each Shareholder shall, at the Closing, deliver to certificates of titleUSFloral, for each such certificate, a stock power duly signed in blank by him or her. (c) The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Initial Consideration pursuant to Section 2.1 and all any indemnification obligations of the Pledged Interests Shareholders pursuant to Article 9 until the date which is one year after the Closing Date (the "Release Date"). Promptly following the Release Date, USFloral shall return or cause to be subject at all times returned to first prioritythe Shareholders the Pledged Assets, perfected andless Pledged Assets having an aggregate value equal to the amount of (i) any post-Closing adjustment to the Purchase Price under Section 2.1, (ii) any pending claim for indemnification made by any Indemnified Party (as defined in the case Article 9), and (iii) any indemnification obligations of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor Shareholders pursuant to Article 9. For purposes of the Administrative Agent to secure preceding sentence and Article 9, the Obligations pursuant to USFloral Common Stock held as Pledged Assets shall be valued at (x) the terms and conditions of the Collateral Documents or, Initial Price with respect to any such Property acquired subsequent post-Closing adjustment to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as Purchase Price under Section 2.1 and (y) the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except average of the closing price on the Nasdaq National Market per share of USFloral Common Stock for the five trading days prior to the extent satisfaction of an indemnification obligation (the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement "Market Value") with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered indemnification obligations pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsArticle 9.

Pledged Assets. Each Loan Credit Party will, and will cause each of its Subsidiaries to, cause (ai) cause all of its owned real Property interests related and personal property located in the United States, (ii) to the Borrowing Base Properties (other than extent deemed to be material by the Designated Outparcels)Agent or the Required Lenders in its or their sole reasonable discretion, all of its other owned real and personal Property property and (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoiii) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of its leased real property located in the Pledged Interests United States to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject . With respect to any real property (whether leased or owned) located in the United States of America acquired by any case only to Permitted Liens; (b) except direct or indirect Subsidiary of the Borrower subsequent to the extent Closing Date, such Person will cause to be delivered to the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement Agent with respect to any Collateral described in the foregoing clause (a)such real property documents, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) instruments and other items of the types required to be delivered pursuant to Section 5.01(c5.1(-) and (d), all in form, content and scope reasonably satisfactory form acceptable to the Administrative Agent; . If, subsequent to the Closing Date, a Credit Party shall (ca) indemnify and/or reimburse (as applicable) the Administrative Agent for acquire any and all costsintellectual property, expensessecurities, lossesinstruments, claims, fees chattel paper or other amounts paid personal property required to be delivered to the Agent as Collateral hereunder or incurred under any of the Collateral Documents or (b) acquire or lease any real property, the Borrower shall promptly (and in any event within three (3) Business Days) after any Executive Officer of a Credit Party acquires knowledge of same notify the Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action (including but not limited to the actions set forth in Sections 5.1) at its own expense as requested by the Administrative Agent to ensure that the Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all owned real property and personal property of the Credit Parties located in the United States, (ii) to the extent paid deemed to be material by the Agent or incurred the Required Lenders in connection with its or their sole reasonable discretion, all other owned real and personal property of the filing or recording Credit Parties and (iii) all leased real property located in the United States, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of any documentsits Subsidiaries to, agreement or instruments related adhere to the Collateral, covenants regarding the protection location of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations personal property as set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsSecurity Agreements.

Pledged Assets. Each (a) Subject to the provisions of Sections 7.12 and 7.14(b), each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (of its owned personal property other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, Liens and in the judgment case of any Subsidiary that becomes a Loan Party after the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a)date hereof, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of the types referred to in Sections 5.01(f) and (g) for such PersonSubsidiary and, if requested by Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Lenders and the Administrative Agent agree that, unless an Event of Default has occurred and is continuing, the Borrower and the other Loan Parties will not be required to take any action to (b) Notwithstanding anything in the Loan Documents to the contrary, upon notice from the Borrower, on the first date (the “Release Date”) on which one of the following three conditions are met: (i) any credit rating of the Borrower is BBB- or higher by S&P, (ii) any credit rating of the Borrower is Baa3 or higher by Xxxxx’x or (iii) any credit rating of the Borrower is BBB- or higher by Fitch (each such rating described in clauses (i), (ii) and (iii), an “Investment Grade Rating”), and so long as no Default or Event of Default exists on such date or immediately after giving effect to the release of Liens contemplated hereby, all Collateral shall automatically and immediately be released from the Liens created by the Security Agreement and any other Collateral Document, other than those statutory Liens on the Farm Credit Equities permitted under Section 7.15, all without delivery of any agreement or instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Loan Parties (the “Collateral Release”); provided, that if the rating system of any credit rating agency described above shall change, or if any such credit rating agency shall cease to be in the business of rating issuers or corporate debt obligations, the Borrower and the Administrative Agent may amend, and shall negotiate in good faith to amend, this clause (cb) indemnify and/or reimburse to reflect such changed rating system or the unavailability of ratings from such credit rating agencies or shall select a replacement credit rating agency and, pending the effectiveness of any such amendment or replacement, for purposes of determining whether a Collateral Release has occurred, the credit rating of the affected credit rating agency shall be deemed to be the credit rating of such credit rating agency, if any, as most recently in effect prior to such change or cessation. At the request and sole expense of any Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent under any Collateral Document, and execute and deliver to such Loan Party such documents (if required, in proper form for filing or recording, as applicable) as such Loan Party shall reasonably request to evidence such release. Promptly, and in any event within sixty (60) days (or such longer period as is reasonably acceptable to the Administrative Agent) after notice to the Borrower from the Administrative Agent following the first date after the Release Date on which the Borrower fails to maintain an Investment Grade Rating from at least one of S&P, Xxxxx’x or Fitch, the Borrower shall (i) execute and deliver, and cause each Guarantor to execute and deliver, to the Administrative Agent security documents, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which the Borrower and each Guarantor shall grant to the Administrative Agent, for the benefit of the holders of the Obligations, a security interest in all personal property then owned or held by such Person, other than Excluded Property, that constituted Collateral under the Security Agreement and any other Collateral Documents as in effect immediately prior to the Release Date and all costs(ii) take, expensesand cause the relevant Guarantors to take, losses, claims, fees such actions as shall be necessary or other amounts paid or incurred reasonably requested by the Administrative Agent to grant and perfect such Liens all at the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations expense of the Loan Parties referenced herein or in (a “Collateral Reinstatement”). Without limiting the generality of the foregoing, at all times after any other Loan Document; provided furtherRelease Date and prior to consummation of a Collateral Reinstatement, that the obligations set forth in clauses (a), (bSpecified Representations shall be deemed to have been deleted and this Section 7.14(b) shall govern and (c) above shall not apply control to the extent such obligation would violate of any conflict between the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights other provisions of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms Documents and conditions of the Collateral Documentsthis Section 7.14(b).

Pledged Assets. Each Loan Party will (a) Each Domestic Subsidiary of the Borrower will cause all of its real Property interests related (whether leased or owned) property located in the United States of America and deemed to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned be material by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Agent or the Required Lenders in its or their sole reasonable discretion, and all of its personal property deemed to be material by the Pledged Interests Agent or the Required Lenders in its or their sole reasonable discretion (including without limitation 100% of its equity ownership interest in its Domestic Subsidiaries) to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with . With respect to any Collateral described real property (whether leased or owned) located in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents United States of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability America acquired by any Domestic Subsidiary of the documentation referred Borrower subsequent to above the Closing Date and deemed to be material by the perfection of Agent or the Administrative Agent’s Liens thereunder) Required Lenders in its or their sole reasonable discretion, such Domestic Subsidiary will cause to be delivered to the Agent documents, instruments and other items of the types required to be delivered pursuant to Section 5.01(c) 7.17. In furtherance of the foregoing terms of this Section 7.13 and (dwithout limiting the terms of Section 8.4(c), all the Borrower agrees (i) as soon as practicable after the Closing Date and in formany event not later than April 30, content 1996, the Credit Parties shall, unless in any such case the Credit Parties are unable after good faith efforts to do so, cause to be delivered to the Agent, in form and scope substance reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (, such estoppel letters, consents and waivers as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred may be required by the Administrative Agent from the landlords of each leased location of Collateral set forth in Schedule 2 to the extent paid or incurred Security Agreement, which estoppel letters, consents and waivers shall be in connection with the filing or recording of any documents, agreement or instruments related form and substance reasonably satisfactory to the CollateralAgent and (ii) to promptly provide the Agent with written notice of the acquisition by, or the entering into a leasing by, the protection of any of the Collateral, its rights and interests therein Borrower or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; providedDomestic Subsidiaries of any asset(s) having a market value greater than $1,000,000, that the reimbursement and indemnity obligations set setting forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations reasonable detail a description of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), asset(s) so acquired. (b) and (c) above shall not apply to Without limiting the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights generality of the applicable Loan terms of subsection (a) above, the Credit Parties under will cause 100% of the Lease Agreements capital stock or other equity interest in each Domestic Subsidiary of the Borrower to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Agent shall reasonably request.

Pledged Assets. Each Subject to Section 7.17 and Section 12 of the Amendment and Restatement Agreement, each Loan Party will (a) (i) cause all real of its owned Real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all and personal Property (including, without limitation, any its rights in each Intercompany Note and all construction drawingsthe Intercompany Security Documents) consisting of Collateral, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property, to be subject at all times from and after Effective Date to first prioritypriority (subject to the terms of the Intercreditor Agreement), perfected and, in the case of the real Property interest in each Borrowing Base Property Liens (whether leased or owned), title insured Liens subject to Permitted Liens) in favor of the Administrative Agent to secure for its benefit and the Obligations pursuant to the terms and conditions benefit of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse Secured Parties (as applicabledefined in the Section 1. 956-2(c)(2)) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred in each Foreign Subsidiary directly owned by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein Borrower or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Guarantor to be subject at all times from and after ninety days after the Effective Date or later date of a Loan Party’s acquisition thereof (or such other date as may be agreed to by the Administrative Agent) to a first prioritypriority (subject to the terms of the Intercreditor Agreement), perfected Liens Lien (subject to Permitted Liens) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, (iii) (A) all intercompany loans permitted by Sections 8.02(g) and (ee) to be evidenced by Intercompany Notes (and in the case of intercompany loans permitted by Section 8.02(g), secured by Intercompany Security Documents) and (B) its rights in all such Intercompany Notes (and in the case of intercompany loans permitted by Section 8.02(g), Intercompany Security Documents) to be pledged to the Administrative Agent pursuant to the Collateral Assignment Documents and such other security documents as the Administrative Agent may reasonably request and (iv) the applicable Loan Parties to execute and deliver an account control agreement in form and substance reasonably satisfactory to the Administrative Agent (or an assignment or amendment of an existing deposit account control agreement to reflect the Agency Transfer) with respect to each deposit account (other than Excluded Deposit Accounts (as defined in the ABL Credit Agreement) and Excluded ETMC Accounts (as defined in the ABL Credit Agreement)) within ninety (90) days after the Effective Date (with time periods to be extended with the consent of the Administrative Agent). Notwithstanding the foregoing, the parties hereto agree the Loan Parties shall not be required to comply with the terms of this Section 7.14 with respect to Subsidiaries created subsequent to the Effective Date until the documentation described in Section 7.12(a) is delivered or required to be delivered with respect to such Subsidiary.

Pledged Assets. Each Loan Credit Party will, and will cause each of its Domestic Subsidiaries to, cause (ai) cause all of its owned real Property interests related and personal property located in the United States, (ii) to the Borrowing Base Properties (other than extent deemed to be material by the Designated Outparcels)Agent or the Required Lenders in its or their sole reasonable discretion, all of its other owned real and personal Property property and (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoiii) owned to the extent deemed material by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and Agent or the Required Lenders in its or their sole reasonable discretion all of its leased real property located in the Pledged Interests United States, to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request; PROVIDED, subject HOWEVER that upon the Borrower's request, the Agent may in its reasonable discretion, waive certain of the requirements hereunder if it is determined that the costs of compliance with the provisions hereof are excessive in light of the benefit to be obtained in connection therewith. With respect to any case only to Permitted Liens; real property (bwhether leased or owned) except located in the United States of America acquired by any direct or indirect Domestic Subsidiary of the Borrower subsequent to the extent Closing Date, such Person will cause to be delivered to the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement Agent with respect to any Collateral described in the foregoing clause (a)such real property documents, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) instruments and other items of the types required to be delivered pursuant to Section 5.01(c5.1(h) and (d), all in form, content and scope reasonably satisfactory form acceptable to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . In furtherance of the Administrative foregoing terms of this Section 7.13, the Borrower agrees to promptly provide the Agent for with written notice of the acquisition by, or the entering into a leasing by, any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording Credit Party of any documentsasset(s) having a market value greater than $500,000, agreement or instruments related to setting forth in reasonable detail the Collaterallocation and a description of the asset(s) so acquired. Without limiting the generality of the above, the protection of any Credit Parties will cause 100% of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations Capital Stock of the Loan Parties referenced herein Borrower and each other direct or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights indirect Domestic Subsidiaries of the applicable Loan Parties under Borrower and 65% of the Lease Agreements Capital Stock in each of the direct Foreign Subsidiaries of the Borrower and its Domestic Subsidiaries to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Agent shall reasonably request. If, subsequent to the Closing Date, a Credit Party shall (a) acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Agent as Collateral hereunder or under any of the Collateral Documents or (b) acquire or lease any real property, the Borrower shall promptly (and in any event within three (3) Business Days) after any Executive Officer of a Credit Party acquires knowledge of same notify the Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action (including but not limited to the actions set forth in Sections 5.1(f) and 5.1(i) at its own expense as requested by the Agent to ensure that the Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all owned real property and personal property of the Credit Parties located in the United States, (ii) to the extent deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, all other owned real and personal property of the Credit Parties and (iii) to the extent deemed material by the Agent or the Required Lenders in its or their sole reasonable discretion, all leased real property located in the United States, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Domestic Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Agreements.

Pledged Assets. Each Loan Party will (a) (i) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all of its personal Property (including, without limitation, any and all construction drawingsits rights in each Intercompany Note) consisting of Collateral, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property, to be subject at all times from and after the Effective Date to first prioritypriority (subject to the terms of the Intercreditor Agreement), perfected and, in the case of the real Property interest in each Borrowing Base Property Liens (whether leased or owned), title insured Liens subject to Permitted Liens) in favor of the Administrative Collateral Agent to secure for its benefit and the Obligations pursuant to the terms and conditions benefit of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents Secured Parties (as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, defined in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunderapplicable Security Agreement) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, (ii) with respect to any such Property, other than Excluded Property, acquired subsequent to the Effective Date, within 90 days of acquisition (or such later date as may be agreed to by the Collateral Agent), cause such Property to be subject to first priority (subject to the terms of the Intercreditor Agreement), perfected Liens in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties (as defined in the applicable Security Agreement) to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, subject in any case to Permitted Liens, (iii) register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Documents or otherwise deemed by the Collateral Agent reasonably necessary for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens other than Permitted Liens, (iv) deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Collateral Agent as the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens (subject to Permitted Liens) on the Collateral pursuant to the Collateral Documents and (v) during the continuance of an Event of Default, upon the exercise by the Administrative Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent may require in connection with such exercise. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrowers or any Guarantor to be subject at all times from and after ninety days after the Effective Date or later date of a Loan Party’s acquisition thereof (or such other date as may be agreed to by the Collateral Agent) to a first priority (subject to the terms of the Intercreditor Agreement), perfected Lien (subject to Permitted Liens) in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents, (iii) (A) all intercompany loans permitted by Sections 8.02(g) and (ee) to be evidenced by Intercompany Notes (and in the case of intercompany loans permitted by Section 8.02(g), secured by Intercompany Security Documents) and (B) its rights in all such Intercompany Notes (and in the case of intercompany loans permitted by Section 8.02(g), Intercompany Security Documents) to be pledged to the Collateral Agent pursuant to the Collateral Assignment Documents and such other security documents as the Collateral Agent may reasonably request and (iv) the applicable Loan Parties to execute and deliver an account control agreement in form and substance reasonably satisfactory to the Collateral Agent (or an assignment or amendment of an existing Deposit Account Control Agreement to reflect the Agency Transfer) with respect to each Deposit Account (other than Excluded Deposit Accounts and Excluded ETMC Accounts) within ninety (90) days after the Effective Date (with time periods to be extended with the consent of the Collateral Agent). Notwithstanding the foregoing, the parties hereto agree the Loan Parties shall not be required to comply with the terms of this Section 7.14 with respect to Subsidiaries created subsequent to the Effective Date until the documentation described in Section 7.12(a) is delivered or required to be delivered with respect to such Subsidiary.

Pledged Assets. Each Loan Party will Cause one hundred percent (a100%) cause all real Property interests related to of the Borrowing Base Properties Equity Interests in each of its direct or indirect Domestic Subsidiaries (other than the Designated Outparcels)Unrestricted Subsidiaries, all personal Property (including, without limitation, Immaterial Domestic Subsidiaries and any and all construction drawings, construction plans and architectural renderings relating thereto) Domestic Subsidiary owned by a Foreign Subsidiary) and sixty-five percent (65%) (to the Loan Parties extent the pledge of a greater percentage would be unlawful or would cause any materially adverse tax consequences to the Borrower or any Guarantor) of the voting Equity Interests and relating to any Borrowing Base Properties one hundred percent (100%) of the non-voting Equity Interests of its first-tier Foreign Subsidiaries (other than vehicles subject Unrestricted Subsidiaries and Immaterial Foreign Subsidiaries), in each case to certificates of title) and all of the Pledged Interests extent owned by such Credit Party, to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Security Documents; provided that the Credit Parties shall not be required to grant or maintain any such Liens after the Collateral Release Date and the Administrative Agent shall take all action reasonably required to release such Liens, including the delivery to the Borrower of all stock certificates and stock powers held by the Administrative Agent and the filing of UCC financing termination statements; provided, further, however, if the Borrower’s corporate family rating from Xxxxx’x is downgraded below Baa3 or the Borrower’s corporate rating from S&P is downgraded below BBB-, or either the Borrower’s corporate family rating from Moody’s or the Borrower’s corporate rating from S&P fails to be in effect, each Credit Party shall grant to the Administrative Agent the Liens contemplated by this Section 7.12 and shall take all actions required hereunder to reinstate the Liens on Collateral granted pursuant to the Security Documents orimmediately prior to the Collateral Release Date. In the event that (a) a Guarantor is designated by the Borrower as an Unrestricted Subsidiary in accordance with the terms of the definition of Unrestricted Subsidiary, (b) any Equity Interests pledged under the Pledge Agreement are Disposed of in a transaction permitted under this Credit Agreement, (c) any issuer of Equity Interests pledged under the Pledge Agreement is dissolved in compliance with this Credit Agreement or (d) any Pledgor is released, dissolved or the subject of a merger (in which the Pledgor is not the surviving entity) in a transaction permitted under this Credit Agreement, the Administrative Agent shall promptly take such actions reasonably requested by, and at the expense of, the Credit Parties to release the Lien on such Equity Interests or to release such Pledgor, including without limitation the delivery to the Borrower of such Subsidiary’s certificated Equity Interests and stock powers previously delivered to it, if any, and the filing of a UCC termination statement with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 UCC financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel statement pertaining to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsEquity Interests.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to Cause 100% of the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) Capital Stock owned by the Loan Parties and relating to it of each of its direct or indirect Material Domestic Subsidiaries (excluding any Borrowing Base Properties (other than vehicles subject to certificates of titleExcluded Subsidiary) and all 100% of the Pledged Interests Capital Stock owned by it of each of its first-tier Material Foreign Subsidiaries and Unrestricted Subsidiaries (not to exceed 65% of the aggregate Capital Stock of such Material Foreign Subsidiary or Unrestricted Subsidiary, as applicable) to be subject at all times to first a first-priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, promptly (and in any event within five (5) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same, notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries (other than an Excluded Subsidiary) to, take such action at its own expense as reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or Section 5.15(d)(ii) with respect to any real property hereof) to ensure that the Administrative Agent has a first-priority, perfected Lien to secure the Credit Party Obligations (subject to Permitted Liens) in (i) all personal property of the Credit Parties located in the United States (including, without limitation, at the request of the Administrative Agent, to take all actions necessary under the Federal Assignment of Claims Act to ensure the Administrative Agent has a first-priority, perfected Lien on any government receivables), (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their reasonable discretion, all other personal property of the Credit Parties, subject in any each case only to Permitted Liens; , and (biii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required deemed to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred material by the Administrative Agent or the Required Lenders in its or their reasonable discretion, such real property of the Credit Parties located in the United States. Each Credit Party shall, and shall cause each of its Subsidiaries (other than an Excluded Subsidiary) to, adhere to the extent paid or incurred in connection with covenants regarding the filing or recording location of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations personal property as set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; Agent and (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party will (a) cause all of its owned and leased real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all and personal Property (including, without limitation, any its rights in each Intercompany Note and all construction drawings, construction plans and architectural renderings relating theretothe Intercompany Security Documents) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent (and with respect to any Intercompany Note and the Intercompany Security Documents, in favor of the Collateral Agent) to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent (or the Collateral Agent with respect to any Intercompany Note or Intercompany Security Document) may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s 's Liens or the Collateral Agent's Liens, as applicable, thereunder) and other items of the types required to be delivered pursuant to delivered Section 5.01(c1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (dwithin the meaning of Treas. Reg. Section 1. 956-2(c)(2), all ) in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred each Foreign Subsidiary directly owned by the Administrative Agent to the extent paid Parent or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any Material Domestic Subsidiary of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Parent to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request, and (iii) (A) all intercompany loans permitted by Sections 8.02(g) and (h) to be evidenced by Intercompany Notes and secured by Intercompany Security Documents and (B) its rights in all such Intercompany Notes and Intercompany Security Documents to be pledged to the Collateral Agent pursuant to Collateral Assignment Documents and such other security documents as the Collateral Agent may reasonably request. Notwithstanding the foregoing, the parties hereto agree the Loan Parties shall not be required to comply with the terms of this Section 7.14 with respect to (i) Subsidiaries created subsequent to the Closing Date until the documentation described in Section 7.12(a) is delivered or required to be delivered with respect to such Subsidiary, and (ii) Lovelace until the consummation of the Lovelace/Sandia Merger.

Pledged Assets. Each Loan Party of the Consolidated Parties will (a) cause all real Property interests related cause, subject to the Borrowing Base Properties requirements of Section 6.12, (i) all of its owned real properties and personal property located in the United States, (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all of its other owned real properties and personal property and (iii) all of its leased real properties located in the United States (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoimmaterial lease properties) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably requestDocuments, subject in any each case only to Permitted Liens; . With respect to any real property (bwhether leased or owned) except located in the United States of America acquired or leased by any Consolidated Party subsequent to the extent the delivery of the following wouldEffective Date, in the judgment of such Person will cause to be delivered to the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement Agent with respect to any Collateral described in the foregoing clause such real property (a)as required pursuant to Section 6.14) (other than immaterial leased properties) documents, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) instruments and other items of the types required to be delivered pursuant to Section 5.01(c) and (d)6.14, all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . In furtherance of the foregoing terms of this Section 6.11, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by any Consolidated Party of any real property located in the United States of America having a market value greater than $50,000 or the entering into a lease by any Consolidated Party of any real property located in the United States of America for annual rent of $5,000 or more, setting forth in reasonable detail the location and a description of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, the Credit Parties will cause 100% of the Capital Stock of each of their direct and indirect Subsidiaries (or 65% of such Capital Stock if such subsidiary is a direct Foreign Subsidiary for so long as the pledge of any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent greater percentage could have adverse tax consequences to the extent paid or incurred in connection with Credit Parties), excluding the filing or recording Capital Stock of any documents, agreement or instruments related to the Collateral, the protection Foreign Subsidiary which is not a direct Foreign Subsidiary of any of the CollateralCredit Party, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Credit Party will (ai) cause all of its owned real and personal Property interests related and shall use commercially reasonable efforts to the Borrowing Base Properties (cause all of its leased real and personal Property, in each case, other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, customary favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens 's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c5.1(d) and (de), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the Credit Parties will cause (A) 100% of the issued and outstanding Capital Stock of the Borrower; (B) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary owned by the Credit Parties; and (cC) indemnify and/or reimburse 65% (or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Material Foreign Subsidiary as applicabledetermined for United States federal income tax purposes to be treated as a deemed dividend to such Material Foreign Subsidiary's United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) owned by the Credit Parties in each Material Foreign Subsidiary; to be delivered to the Administrative Agent for any and all costs(together with undated stock powers signed in blank (unless, expenseswith respect to a Material Foreign Subsidiary, losses, claims, fees or other amounts paid or incurred such stock powers are deemed unnecessary by the Administrative Agent to in its reasonable discretion under the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any law of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement jurisdiction of any incorporation of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (asuch Person), (b) and (c) above shall not apply pledged to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to an appropriate pledge agreement(s) in substantially the terms and conditions form of the Collateral DocumentsPledge Agreement and otherwise in form reasonably acceptable to the Administrative Agent. Notwithstanding the foregoing, the Credit Parties shall not be required to grant mortgages on (i) real property located in the State of New York owned by the Credit Parties unless requested by the Administrative Agent or the Required Lenders or (ii) the property located at 00000 X-00 Xxxxxxx, Xxxxxx Xxxxxxxx until all existing mortgages thereon have been released.

Pledged Assets. Each Loan Party will (a) Subject to Section 7.15, with respect to each Loan Party, (i) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoExcluded Property) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the owned real Property interest in each Borrowing Base Property (whether and, to the extent reasonably requested by the Administrative Agent, leased or ownedreal property), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein will cause (A) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary that is a Material Subsidiary and (B) 65% (or such greater percentage that, due to a change in any other Loan Document; provided further, that an applicable Law after the obligations set forth in clauses (a)date hereof, (b1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights 100% of the applicable Loan Parties under issued and outstanding Capital Stock not entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign Subsidiary (other than any First-Tier Foreign Subsidiary that is not a Material Subsidiary) to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request. (b) With respect to any First-Tier Foreign Subsidiary that is not a Material Subsidiary on the Closing Date, to the extent such First-Tier Foreign Subsidiary becomes a Material Subsidiary after the Closing Date, promptly cause the direct owner of such First-Tier Foreign Subsidiary to (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement and/or new pledge agreements as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected, first priority security interest in 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of such First-Tier Foreign Subsidiary and (ii) deliver such other items and documentation as the Administrative Agent may reasonably request in connection with the foregoing, including items of the type described in clause (ii) of Section 7.13(a) above. (c) The Administrative Agent and the Lenders agree that any payment to the Administrative Agent under the Deed of Pledge in satisfaction of the Parallel Debt (conditionally upon such payment not subsequently being avoided or reduced by virtue of any applicable Debtor Relief Laws) shall constitute satisfaction of a corresponding amount of the obligations of Inamed International Corp., and any payment in satisfaction of the obligations of Inamed International Corp. (conditionally upon such payment not subsequently being avoided or reduced by virtue of any applicable Debtor Relief Laws) shall constitute satisfaction of a corresponding amount of the Parallel Debt.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; provided, that, the Loan Parties shall be permitted to transfer certain personal Property related to the Borrowing Base Properties to the Tenants pursuant to the Transfer Documents; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply on and after January 1, 2013 to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party will will, subject to the limitation on Liens in the next sentence, (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent Liens to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent Lender shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Lender's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(h), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) Lender. Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary that is a Material Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations Lender pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Lender shall reasonably request.

Pledged Assets. Each Loan Party will (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned)Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Party will (a) Cause each of its Subsidiaries to, cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all 100% of the Pledged Interests Capital Stock in each of its direct or indirect Domestic Subsidiaries and 65% of the Capital Stock in each of its Foreign Subsidiaries to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; . (b) except If, subsequent to the extent the delivery of the following wouldClosing Date, in the judgment of the Administrative Agenta Credit Party shall acquire any real property or any securities, instruments, chattel paper or other personal property required for perfection to be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in connection with any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the foregoingAdministrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability any of the documentation referred actions described in Section 4.1(c) or (d) hereof) to above ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States other than personal property which is the subject of a Permitted Lien, (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties other than personal property which is the subject of a Permitted Lien, subject in each case only to Permitted Liens and (iii) all real property of the perfection Credit Parties other than personal property which is the subject of a Permitted Lien located in the United States. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents. (c) Each Credit Party, upon the Administrative Agent’s Liens thereunder) and other items request after the occurrence of the types required a Default or an Event of Default, agrees to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to promptly assist the Administrative Agent; (c) indemnify and/or reimburse (as applicable) , on behalf of the Administrative Agent for any and Lenders, in completing all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent documentation relating to the extent paid or incurred in connection with the filing or recording Assignment of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein Claims Act or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights similar documentation relating to payments owing with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsGovernment Contracts.

Pledged Assets. Each Loan Party will Subject to Section 7.15, (a) cause all real of the owned and leased Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoExcluded Property) owned by the of each Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Party to be subject at all times to first priority, perfected Liens and, in the case of the owned and leased real Property interest in each Borrowing Base Property (whether leased or owned)property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s 's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent; . Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (cwithin the meaning of Treas. Reg. Section 1. 956-2(c)(2)) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred in each Foreign Subsidiary directly owned by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein Borrower or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request. With respect to each Account for which either the perfection, enforceability, or validity of the Administrative Agent's Liens in such Account, or the Administrative Agent's right or ability to obtain direct payment to the Administrative Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the Uniform Commercial Code, the Loan Parties will take such steps as the Administrative Agent may from time to time reasonably request, including, without limitation, compliance with the Federal Assignment of Claims Act of 1940, as amended, the Social Security Act, the Medicare Regulations and the Medicaid Regulations.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to Cause 100% of the Borrowing Base Properties Capital Stock in each of its direct or indirect Domestic Subsidiaries (other than ESI) and 65% of the Designated Outparcels)voting Capital Stock and 100% of the non-voting Capital Stock in each of its first-tier Foreign Subsidiaries, all personal Property (includingin each case, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned held by the Loan Parties and relating to Borrower or any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Guarantor, to be subject at all times to first priority, a perfected and, in the case of the real Property interest in each Borrowing Base Property Lien (whether leased or owned), title insured Liens except for Permitted Liens) in favor of the Administrative Agent or the Control Agent, as applicable, (subject only to secure the Obligations Lien of the First Lien Administrative Agent in favor of the holders of the First Lien Obligations) pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request; provided that with respect to any Capital Stock of any first-tier Foreign Subsidiaries to be pledged to the Administrative Agent, for the benefit of the Lenders, on or after the Closing Date, the Administrative Agent, in its reasonable discretion after consultation with Borrower, shall be entitled to determine that the cost of perfecting, in a foreign jurisdiction, the security interest of the Administrative Agent, for the benefit of the Lenders, in such Capital Stock is impractical, illegal or cost-prohibitive, and may agree to forego the foreign perfection of such security interest. (b) If, subsequent to the Closing Date, a Credit Party shall acquire any real property or any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent or the Control Agent, as applicable, as Collateral hereunder or under any of the Security Documents, promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries (other than ESI) to, take such action at its own expense as reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) to ensure that the Administrative Agent or the Control Agent, as applicable, has a perfected Lien (except for Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States, (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in any each case only to Permitted Liens; provided that, such Lien shall not result in materially adverse tax consequences to the Borrower or its Subsidiaries, and (biii) except to the extent the delivery required by Section 5.16, all real property of the following wouldCredit Parties. Each Credit Party shall, in the judgment and shall cause each of the Administrative Agentits Subsidiaries to, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory adhere to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations covenants set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents.

Pledged Assets. Each Loan Credit Party will (ai) cause all real of its Property interests related that constitutes (or pursuant to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoterms hereof is intended to constitute) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Collateral to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to in connection with any Property that becomes Collateral after the extent the delivery of the following wouldClosing Date, deliver, or, in the judgment case of agreements or other documents that require the consent of a non-Affiliate of the Administrative AgentBorrower, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect use commercially reasonable efforts to any Collateral described in the foregoing clause (a)deliver, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policiespolicies (but only after the Additional Collateral Effective Date), surveyssurveys (but only after the Additional Collateral Effective Date), environmental reportsreports (but only after the Additional Collateral Effective Date), landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens 's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c5.1(d) and (de), all in form, content and scope reasonably satisfactory to the Administrative Agent; . Without limiting the generality of the above, the Credit Parties will cause (cA) indemnify and/or reimburse 100% of the issued and outstanding Capital Stock of each Guarantor and each Domestic Subsidiary formed or acquired after the Closing Date and (B) 65% (or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (1) would not cause the undistributed earnings of such Foreign Subsidiary as applicabledetermined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the Administrative Agent for any issued and all costs, expenses, losses, claims, fees or other amounts paid or incurred outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) in each Foreign Subsidiary directly owned by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein Borrower or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Agent shall reasonably request.

Pledged Assets. Each Loan Party will (a) (i) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all of its personal Property (including, without limitation, any and all construction drawingsits rights in each Intercompany Note) consisting of Collateral, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property, to be subject at all times from and after the Effective Date to first prioritypriority (subject to the terms of the Intercreditor Agreement), perfected and, in the case of the real Property interest in each Borrowing Base Property Liens (whether leased or owned), title insured Liens subject to Permitted Liens) in favor of the Administrative Collateral Agent to secure for its benefit and the Obligations pursuant to the terms and conditions benefit of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents Secured Parties (as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, defined in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunderapplicable Security Agreement) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, (ii) with respect to any such Property, other than Excluded Property, acquired subsequent to the Effective Date, within 90 days of acquisition (or such later date as may be agreed to by the Collateral Agent), cause such Property to be subject to first priority (subject to the terms of the Intercreditor Agreement), perfected Liens in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties (as defined in the applicable Security Agreement) to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, subject in any case to Permitted Liens, (iii) register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Documents or otherwise deemed by the Collateral Agent reasonably necessary for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens other than Permitted Liens, (iv) deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Collateral Agent as the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens (subject to Permitted Liens) on the Collateral pursuant to the Collateral Documents and (v) during the continuance of an Event of Default, upon the exercise by the Administrative Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent may require in connection with such exercise. Without limiting the generality of the above, so long as it is not otherwise Excluded Property, the Loan Parties will cause (i) 100% of the issued and outstanding Capital Stock of (x) each Material Domestic Subsidiary, (y) each Joint Venture (solely with respect to any Joint Venture that would otherwise qualify as a Material Domestic Subsidiary if such Joint Venture were a Wholly Owned Subsidiary) and (z) the ETMC JV, in each case owned by any Borrower or any Guarantor, (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Effective Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably Section 1. 956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrowers or any Guarantor to be subject at all times from and after ninety days after the Effective Date or later date of a Loan Party’s acquisition thereof (or such other date as may be agreed to by the Collateral Agent) to a first priority (subject to the terms of the Intercreditor Agreement), perfected Lien (subject to Permitted Liens) in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents, (iii) (A) all intercompany loans permitted by Sections 8.02(g) and (ee) to be evidenced by Intercompany Notes (and in the case of intercompany loans permitted by Section 8.02(g), secured by Intercompany Security Documents) and (B) its rights in all such Intercompany Notes (and in the case of intercompany loans permitted by Section 8.02(g), Intercompany Security Documents) to be pledged to the Collateral Agent pursuant to the Collateral Assignment Documents and such other security documents as the Collateral Agent may reasonably request and (iv) the applicable Loan Parties to execute and deliver an account control agreement in form and substance reasonably satisfactory to the Collateral Agent (or an assignment or amendment of an existing Deposit Account Control Agreement to reflect the Agency Transfer) with respect to each Deposit Account (other than Excluded Deposit Accounts and Excluded ETMC Accounts) within ninety (90) days after the Effective Date (with time periods to be extended with the consent of the Collateral Agent). Notwithstanding the foregoing, the parties hereto agree the Loan Parties shall not be required to comply with the terms of this Section 7.14 with respect to Subsidiaries created subsequent to the Effective Date until the documentation described in Section 7.12(a) is delivered or required to be delivered with respect to such Subsidiary.

Pledged Assets. Each Loan Party will (a) The Company will, and will cause all real Property interests related each of its Subsidiaries to, cause (i) 100% of the outstanding Capital Stock of each of the Borrower and the Subsidiary Guarantors and (ii) 65% (to the Borrowing Base Properties (other than extent the Designated Outparcels), all personal Property (including, without limitation, pledge of a greater percentage would be unlawful or would cause any and all construction drawings, construction plans and architectural renderings relating theretomaterially adverse tax consequences to the Borrower or any Guarantor) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests voting Capital Stock and 100% of the non-voting Capital Stock of each first-tier Foreign Subsidiary of the Borrower and the Subsidiary Guarantors, in each case to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, any Credit Party shall acquire any securities, instruments (except checks), chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, such Credit Party shall promptly (and in any event within three (3) Business Days) after such acquisition notify the Administrative Agent of same; provided that property the value of which, individually, is less than $1,000,000 and, in the aggregate, is less than $2,500,000 in any twelve-month period, shall not be required to be delivered until such time that all such property shall exceed $2,500,000 in the aggregate in any twelve-month period. Each of the Credit Parties shall take such action at its own expense as may be necessary or otherwise requested by the Administrative Agent (including, without limitation, any of the actions described in Sections 4.1(d) and 5.14(a) hereof) to ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all personal property Collateral of the Borrower and Subsidiary Guarantors and all tangible personal property Collateral of the Company located in the United States and (ii) to the extent required by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all real property owned by the Credit Parties located in the United States, subject in any each case only to Permitted Liens; . (bc) except If, subsequent to the Closing Date, a Credit Party purchases in fee simple or leases a warehouse, plant or other real property material to such Person’s business and located within the United States, such Credit Party shall (i) promptly notify the Administrative Agent of such acquisition or lease, (ii) to the extent required by the delivery of the following wouldAdministrative Agent and, in the judgment case of leases, to the extent consented to by the relevant landlord or not prohibited under the lease, promptly deliver to the Administrative AgentAgent such Mortgage Instruments, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause title reports, Mortgage Policies, Surveys, environmental site assessment reports, legal opinions, flood hazard determinations (a)and, deliver such if necessary, flood insurance) and other documentation as the Administrative Agent may reasonably request require and (iii) in connection with the foregoingcase of leases, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel use its reasonable best efforts to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred deliver to above and the perfection of the Administrative Agent’s Liens thereunder) Agent such estoppel letters, consents and other items of waivers from the types landlord on such real property as may be required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to by the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, provided that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above Credit Party shall not apply be required to the extent expend any significant amount of money to obtain such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; estoppel letters, consents and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documentswaivers.

Pledged Assets. Each Loan Party will (ai) cause all of its owned and leased real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all and personal Property (includingsubject, without limitationin the case of owned real Property, any and all construction drawings, construction plans and architectural renderings relating theretoto Section 7.15) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned)Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s 's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a), ) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Party will (a) cause On or before the Initial Funding Date, (i) BioReliance and each of its Domestic Subsidiaries will mortgage, pledge and grant a security interest in all of their property, real Property interests related to the Borrowing Base Properties and personal, tangible and intangible, owned and leased (other than the Designated Outparcels)(A) Excluded Property and (B) Capital Stock, which is covered by Section 7.13 above) to secure their respective loans and guaranty obligations hereunder, (ii) BUKH will mortgage, pledge and grant a security interest in all personal Property (includingof its property, without limitationreal and personal, any tangible and all construction drawingsintangible, construction plans owned and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties leased (other than vehicles subject (A) Excluded Property and (B) Capital Stock, which is covered by Section 7.13 above) to certificates of titlesecure its guaranty obligations hereunder, (iii) the Foreign Borrower and BUKS will mortgage, pledge and grant a security interest in all of the Pledged Interests their property, real and personal, tangible and intangible, owned and leased (other than (A) Excluded Property and (B) Capital Stock, which is covered by Section 7.13 above) to be subject at all times to first priority, perfected andsecure their respective loan and guaranty obligations hereunder, in the each case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms such mortgages, pledge and conditions of the Collateral Documents orsecurity agreements, joinders or other documents, together with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to such Person (which shall cover, among other things, perfect the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d)security interests therein, all in form, content form and scope substance reasonably satisfactory to the Administrative Agent; . (b) Immediately following consummation of the Transaction, (i) each of Q-One, Satron and each of their Foreign Subsidiaries (other than Quip Technology and Q-One Biotech, Inc.) will mortgage, pledge and grant a security interest in all of its property, real and personal, tangible and intangible, owned and leased (other than (A) Excluded Property and (B) Capital Stock, which is covered by Section 7.13 above) to secure its guaranty obligations hereunder and (ii) Q-One Biotech, Inc. will mortgage, pledge and grant a security interest in all of its property, real and personal, tangible and intangible, owned and leased (other than (A) Excluded Property and (B) Capital Stock, which is covered by Section 7.13 above) to secure its guaranty obligations hereunder, in each case pursuant to such mortgages, pledge and security agreements, joinders or other documents, together with opinions of counsel (provided that, with respect to enforceability of any such documents executed by a Foreign Credit Party, such opinions shall be of counsel to the Administrative Agent) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. (c) indemnify and/or reimburse Following the Initial Funding Date and consummation of the Transaction, each Guarantor will mortgage, pledge and grant a security interest in all of its property, real and personal, tangible and intangible, owned and leased (as applicableother than (A) Excluded Property, (B) Capital Stock, which is covered by Section 7.13 above and (C) Property covered by subsections (a) and (b) above) to secure its guaranty obligations hereunder within the Administrative Agent time periods permitted for any joinder of such Guarantor pursuant to Section 7.12 above, in each case pursuant to such mortgages, pledge and all costssecurity agreements, expenses, losses, claims, fees joinders or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateraltogether with opinions of counsel (provided that, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; providedenforceability of any such documents executed by a Foreign Credit Party, that the reimbursement and indemnity obligations set forth in this clause (c) such opinions shall be in addition of counsel to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (bAdministrative Agent) and (c) above shall not apply any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsAgent.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related As collateral security for the payment of any post-Closing adjustment to the Borrowing Base Properties Merger Consideration under Section 3.1, or any indemnification obligations of the Stockholders pursuant to Article 10, the Stockholders shall, and by execution hereof do hereby, transfer, pledge and assign to USFloral, for the benefit of USFloral, a security interest in the following assets (other than the Designated Outparcels"Pledged Assets"): (i) at the Closing, that number of shares of USFloral Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of the Initial Consideration as the same may have been adjusted pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing the Stockholder's Pledged Assets; upon determination of the Earn-Out Consideration, that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price, equal to ten percent (10%) of the Earn-Out Consideration, and the certificates and instruments, if any, representing or evidencing such Pledged Assets; (ii) upon determination of the Earn-Out Consideration, that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price equal to fifty percent (50%) of the Earn-Out Consideration (the "Earn-Out Pledged Assets"), and the certificates and instruments, if any, representing or evidencing the Earn-Out Pledged Assets; (iii) all personal Property (includingsecurities hereafter delivered to the Stockholder with respect to or in substitution for the Pledged Assets, without limitationall certificates and instruments representing or evidencing such securities, any and all construction drawingscash and non- cash dividends and other property at any time received, construction plans receivable or otherwise distributed in respect of or in exchange for any or all thereof; and architectural renderings relating theretoin the event the Stockholder receives any such property, the Stockholder shall hold such property in trust for USFloral and shall immediately deliver such property to USFloral to be held hereunder as Pledged Assets; and (iv) owned by the Loan Parties all cash and relating to any Borrowing Base Properties (other than vehicles subject to certificates non-cash proceeds of title) and all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing the Stockholder's Pledged Interests Assets issued in his name in the Merger shall be delivered to USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at USFloral's request. The Stockholder shall, at the Closing, deliver to USFloral, for each such certificate, a stock power duly signed in blank by him. Any cash comprising the Stockholder's Pledged Assets shall be withheld by USFloral from distribution to the Stockholder. (c) The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Merger Consideration pursuant to Section 3.1 and any indemnification obligations of the Stockholder pursuant to Article 10 until the date which is one year after the Effective Time (the "Release Date"). Promptly following the Release Date, USFloral shall return or cause to be subject at all times returned to first prioritythe Stockholder the Pledged Assets, perfected andless Pledged Assets having an aggregate value equal to the amount of (i) any post-Closing adjustment to the Merger Consideration under Section 3.1, (ii) any pending claim for indemnification made by any Indemnified Party (as defined in the case Article 10), and (iii) any indemnification obligations of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor Stockholder pursuant to Article 10. Notwithstanding the preceding two sentences the Earn-out Pledged Assets shall be available to satisfy any adjustment to the Earn-out Consideration until the determination by USFloral's Accountant's of the Administrative Agent 1999 EBIT. Promptly following such determination, USFloral shall cause to secure the Obligations pursuant be returned to the terms Stockholder the Earn-out Pledged Assets, less Earn-out Pledged Assets having an aggregate value equal to the amount of any adjustment to the Earn-out Consideration under Section 3.1. For purposes of this Section 3.2(c) and conditions of Article 10, the Collateral Documents or, USFloral Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to any such Property acquired subsequent post-Closing adjustment to the Closing Date that becomes a Borrowing Base PropertyMerger Consideration under Section 3.1, such other additional security documents as (y) the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement Earn-out Price with respect to any Collateral described in adjustment to the foregoing clause Earn-out Consideration and (a), deliver such other documentation as z) the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability average of the documentation referred to above and closing price on the perfection Nasdaq National Market per share of USFloral Common Stock for the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory five trading days prior to the Administrative Agent; satisfaction of an indemnification obligation (cthe "Market Value") indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity indemnification obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsArticle 10.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to Cause 100% of the Borrowing Base Properties Capital Stock in each of its direct or indirect Domestic Subsidiaries (other than ESI) and 65% of the Designated Outparcels)voting Capital Stock and 100% of the non-voting Capital Stock in each of its first-tier Foreign Subsidiaries, all personal Property (includingin each case, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned held by the Loan Parties and relating to Borrower or any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Guarantor, to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property Lien (whether leased or owned), title insured Liens except for Permitted Liens) in favor of the Administrative Agent to secure or the Obligations Control Agent, as applicable, pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request; provided that with respect to any Capital Stock of any first-tier Foreign Subsidiaries to be pledged to the Administrative Agent, for the benefit of the Lenders, on or after the Closing Date, the Administrative Agent, in its reasonable discretion after consultation with Borrower, shall be entitled to determine that the cost of perfecting, in a foreign jurisdiction, the security interest of the Administrative Agent, for the benefit of the Lenders, in such Capital Stock is impractical, illegal or cost-prohibitive, and may agree to forego the foreign perfection of such security interest. (b) If, subsequent to the Closing Date, a Credit Party shall acquire any real property or any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent or the Control Agent, as applicable, as Collateral hereunder or under any of the Security Documents, promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries (other than ESI) to, take such action at its own expense as reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) to ensure that the Administrative Agent or the Control Agent, as applicable, has a first priority perfected Lien (except for Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States, (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in any each case only to Permitted Liens; provided that, such Lien shall not result in materially adverse tax consequences to the Borrower or its Subsidiaries, and (biii) except to the extent the delivery required by Section 5.16, all real property of the following wouldCredit Parties. Each Credit Party shall, in the judgment and shall cause each of the Administrative Agentits Subsidiaries to, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory adhere to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations covenants set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to Cause 100% of the Borrowing Base Properties (other than Capital Stock in each of its direct or indirect Domestic Subsidiaries and 65% of the Designated Outparcels)voting Capital Stock and 100% of the non-voting Capital Stock in each of its first-tier Foreign Subsidiaries, all personal Property (includingin each case, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned held by the Loan Parties and relating to Borrower or any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Guarantor, to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property Lien (whether leased or owned), title insured Liens except for Permitted Liens) in favor of the Administrative Agent to secure the Obligations Agent, pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request; provided that with respect to any Capital Stock of any first-tier Foreign Subsidiaries to be pledged to the Administrative Agent, for the benefit of the Lenders, on or after the Closing Date, the Administrative Agent, in its reasonable discretion after consultation with Borrower, shall be entitled to determine that the cost of perfecting, in a foreign jurisdiction, the security interest of the Administrative Agent, for the benefit of the Lenders, in such Capital Stock is impractical, illegal or cost-prohibitive, and may agree to forego the foreign perfection of such security interest. (b) If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent, as Collateral hereunder or under any of the Security Documents, promptly (and in any event within thirty (30) days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries (other than Excluded Subsidiaries) to, take such action at its own expense as reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) to ensure that the Administrative Agent, has a first priority perfected Lien (except for Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in any each case only to Permitted Liens; (b) except provided that, such Lien shall not result in materially adverse tax consequences to the extent the delivery Borrower or its Subsidiaries. Each Credit Party shall, and shall cause each of the following wouldits Subsidiaries (other than Excluded Subsidiaries) to, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory adhere to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations covenants set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents.

Pledged Assets. Each Loan Party will (a) Each Credit Party will cause all real Property interests related 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries (unless such Domestic Subsidiary is owned by a Foreign Subsidiary) and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries, in each case to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) extent owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests such Credit Party, to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; . (b) except Subject to the extent the delivery terms of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause subsections (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(cc) and (d)) below, all in form, content and scope reasonably satisfactory to each Credit Party will cause its real property acquired after the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any Closing Date and all costs, expenses, losses, claims, fees tangible and intangible personal property now owned or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements hereafter acquired to be subject at all times to a first priority, perfected Liens Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or such other security documents as the Administrative Agent shall reasonably request. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants set forth in the Security Documents. (c) To the extent otherwise permitted hereunder, if any Credit Party intends to acquire a fee ownership interest in any real property (“Real Estate”) after the Closing Date and such Real Estate has a fair market value in excess of $1,000,000, it shall provide to the Administrative Agent promptly upon such acquisition a mortgage or deed of trust granting the Administrative Agent a first priority Lien (subject to Permitted Liens) on such Real Estate, together with a Phase I environmental audit, appraisal, title report, mortgage title insurance commitment, real property survey, local counsel opinion, and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent. (d) Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.

Pledged Assets. Each Loan Party will cause (i) all of its owned and leased real property, fixtures and equipment comprising or used for or in connection with the Specified Facilities that is (a) cause all real Property interests related located on, contiguous to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitationor connected with and in reasonable proximity to, any Specified Facility and (b) necessary or used for or in connection with the ownership, expansion, operation, use or maintenance of any Specified Facility and (ii) all construction of its general intangibles (including patents, copyrights, trademarks, trade secrets and other intellectual property, whether owned or licensed, customer and supplier contracts, drawings, construction plans books and architectural renderings relating theretorecords, employment, consulting, operating, maintenance or services agreements and other contractual rights, public and private licenses, permits, franchises, powers, authorities, pollution and environmental credits and allowances, goodwill and other intangible property of every type or description) at any time owned or acquired by any Loan Party that is necessary or used for or in connection with, or in any respect related, incidental or ancillary to, the Loan Parties and relating to ownership, expansion, operation, use, maintenance or sale or other disposition of any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Specified Facility, to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Specified Permitted Liens; (b) except to Liens and rights of lenders under the extent Asset-Based Facility as provided in the delivery Intercreditor Agreement. In furtherance of the following wouldforegoing, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect Loan Parties agree to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request (subject to reasonable time limitations) in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s 's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party The Borrower and each Crescent Guarantor will cause (ai) cause all real of its personal property located in the United States other than Excluded Property interests related and (ii) to the Borrowing Base Properties extent deemed to be material and requested by the Administrative Agent or the Required Lenders, (A) all of its owned real property (wherever located) other than the Designated Outparcels), Excluded Property and (B) all personal Property of its leased real property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretowherever located) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property, to be subject at all times to first priority, perfected (in the case of personal property the perfection of a security interest therein is governed by the Uniform Commercial Code or by filing appropriate notices of security interests in the United States Patent and Trademark Office or the United States Copyright Office, as applicable) and, in the case of the real Property interest in each Borrowing Base Property property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations Loans and obligations owing hereunder and under the other Credit Documents pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except . With respect to any real property acquired by the Borrower or any Crescent Guarantor subsequent to the extent Closing Date and required by this Section 7.13 to be pledged to secure the delivery of Loans and obligations owing hereunder and under the following wouldother Credit Documents, in the judgment of such Person will cause to be delivered to the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement Agent with respect to any Collateral described in the foregoing clause (a)such real property documents, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) instruments and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all 7.12 in form, content and scope reasonably satisfactory form acceptable to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by generality of the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateralabove, the protection of any Borrower and the Crescent Guarantors will cause 100% of the Collateral, its rights issued and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations outstanding Capital Stock of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) Borrower and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights each Domestic Subsidiary of the applicable Loan Parties under the Lease Agreements Borrower to be subject at all times to a first priority, perfected Liens in favor of the Administrative Agent Lien to secure the Obligations Loans and obligations owing hereunder and under the other Credit Documents pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request. If, subsequent to the Closing Date, the Borrower or any Crescent Guarantor shall (a) acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be pledged to the Administrative Agent as Collateral hereunder or under any of the Collateral Documents or (b) acquire or lease any real property, the Borrower and the Crescent Guarantors shall promptly notify the Administrative Agent of same. The Borrower and each Crescent Guarantor shall, and shall cause each of its Subsidiaries to, take such action (including but not limited to the actions set forth in Section 5.1(d) and Section 7.12) at its own expense as requested by the Administrative Agent to ensure that the Administrative Agent has a first priority perfected Lien to secure the Loans and obligations owing hereunder and under the other Credit Documents in all Collateral, subject only to Permitted Liens. The Borrower and each Crescent Guarantor shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Agreement.

Pledged Assets. Each Loan Party will (a) Each Credit Party will cause all real of its owned Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the owned real Property interest in each Borrowing Base Property (whether leased or owned)Property, title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with . With respect to any Collateral described real Property acquired by any Credit Party subsequent to the Closing Date and required by this Section 7.13 to be pledged to the Agent, such Person will cause to be delivered to the Agent, in form and substance acceptable to the foregoing clause (a)Agent, deliver such documents, instruments, opinions and other documentation as items reasonably requested by the Administrative Agent may reasonably request in connection with the foregoingAgent, including, without limitation, appropriate UCC-1 financing statements, real estate : (i) Copies of recent ALTA surveys by registered engineers or land surveyors (including the location of special flood hazard areas); (ii) Standard ALTA title insurance policies, surveys, polices ensuring the priority of the mortgages in amounts and from companies acceptable to the Agent. The title policies shall include only Permitted Liens and such other exceptions as are reasonably acceptable to the Agent. Copies of recorded documentation relating to all such exceptions shall be provided to the Agent; and (iii) Copies of existing environmental reports, landlord’s waivers, certified resolutions reports and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person environmental documentation. (which shall cover, among other things, the legality, validity, binding effect and enforceability b) The Credit Parties will cause (i) 100% of the documentation referred to above issued and the perfection outstanding Capital Stock of the Administrative Agent’s Liens thereunderBorrower and (ii) and other items 100% of the types required issued and outstanding Capital Stock of each Domestic Subsidiary to be delivered subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to Section 5.01(c) the terms and (d), all in form, content and scope conditions of the Collateral Documents or such other security documents as the Agent shall reasonably satisfactory to the Administrative Agent; request. (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent Notwithstanding anything to the extent paid contrary contained in Section 7.13(a), this Credit Agreement or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the CollateralCollateral Documents: (i) if at any time (A) the Qui Tam Litigation has been dismissed with prejudice, its rights or otherwise dismissed or disposed of in a manner which precludes the refiling thereof, settled or is subject to a final, non-appealable judgment, award or similar order and interests therein (B) (1) Moody's has assigned to the Credit Facilities a rating of Bax0 xx xigher and (2) S&P has assigned to the Credit Facilities a rating of BBB- or any Loan Party’s underlying rights higher, then, so long as no Default or Event of Default shall have occurred and interests therein or be continuing, the enforcement of any Borrower will not be required to cause all of its owned Property (other rights with respect to than the Collateral; provided, that the reimbursement and indemnity obligations set forth Collateral described in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (cabove) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent and the Agent shall deliver to secure the Obligations Credit Parties, upon the Credit Parties' request and at the Credit Parties' expense, such documentation as is reasonably necessary to evidence the release of the Agent's security interest in such Collateral, including, without limitation, amendments or terminations of UCC financing statements and mortgage instruments with respect to any owned real property. (ii) if at any time either (A) Moody's has assigned to the Credit Facilities a rating of xxxxx than Baa3, or (B) S&P has assigned to the Credit Facilities a rating of lower than BBB-, the requirement of Section 7.13(a) shall be in full force and effect and each Credit Party shall, within 60 days following such rating change, cause all of its owned and after acquired Property other than Excluded Property to be subject at all times to first priority, perfected and, in the case of owned real Property, title insured Liens in favor of the Agent and shall deliver to the Agent such UCC financing statements, real property documents, instruments, opinions and other items of the types required to be delivered pursuant to Sections 5.1(e) and 7.13(a) each in form and substance acceptable to the terms and conditions of the Collateral DocumentsAgent.

Pledged Assets. Each Loan Party will (a) At all times prior to the Collateral Release Date, cause each Domestic Loan Party to (subject to the time periods permitted in Section 7.12, to any exceptions in the Collateral Documents and to the limitations on Liens in the next sentence) (i) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all of its owned and leased personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Collateral Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Collateral Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Collateral Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(h), all in form, content and scope reasonably satisfactory to the Collateral Agent. At all times prior to the Collateral Release Date, the Domestic Loan Parties will cause (i) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary that is a Material Subsidiary and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any adverse tax consequences) of each class of the issued and outstanding Capital Stock (and in any event no more than 65% of the voting stock in the aggregate) in each Foreign Subsidiary that is a Material Subsidiary organized in the United Kingdom directly owned by GFI or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject to Permitted Liens, pursuant to the terms and conditions of the relevant Collateral Documents or such other security documents as the Collateral Agent shall reasonably request and no other Capital Stock of any Subsidiary of any Domestic Loan Party shall be subject to any Lien in favor of the Collateral Agent. Notwithstanding the foregoing, the Domestic Loan Parties shall cause, at all times prior to the Collateral Release Date that becomes or any other applicable release permitted by the Loan Documents, 100% of the issued and outstanding Capital Stock of GFI (HK) Securities LLC and GFI Securities LLC to be subject at all times to a Borrowing Base Propertyfirst priority, perfected Lien in favor of the Collateral Agent, subject to Permitted Liens, pursuant to the terms and conditions of the relevant Collateral Documents or such other security documents as the Collateral Agent shall reasonably request. (b) At all times prior to the Collateral Release Date, cause each Foreign Loan Party to (subject to the time periods permitted in Section 7.12, to any exceptions in the Collateral Documents and to the limitations on Liens in the next sentence) (i) cause all of its owned and leased personal Property to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Foreign Obligations pursuant to the terms and conditions of the relevant Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of deliver such security documents as the Administrative Agent, be redundant or duplicative of such items delivered in connection Agent shall reasonably request (consistent with or under those provided by Foreign Subsidiaries on the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver Closing Date) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(h), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any . The Foreign Loan Parties will cause 100% of the Collateral, its rights issued and interests therein or any Loan Party’s underlying rights outstanding Capital Stock of each Domestic Subsidiary that is a Material Subsidiary and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations 100% of the issued and outstanding Capital Stock of each Foreign Subsidiary that is a Material Subsidiary organized in the United Kingdom directly owned by any Foreign Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Party to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Foreign Pledge Agreements (to secure the Foreign Obligations) or such other security documents as the Administrative Agent shall reasonably request and no other Capital Stock of any Subsidiary of any Foreign Loan Party shall be subject to any Lien in favor of the Administrative Agent. Notwithstanding the foregoing, the Foreign Loan Parties shall cause, at all times prior to the Collateral Release Date or any other applicable release permitted by the Loan Documents, 100% of the issued and outstanding Capital Stock of GFI Brokers Limited and GFI Securities Limited to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject to Permitted Liens, pursuant to the terms and conditions of the relevant Collateral Documents (to secure the Foreign Obligations) or such other security documents as the Collateral Agent shall reasonably request. (c) Upon the occurrence of the Collateral Release Date, all Liens granted to the Administrative Agent or Collateral Agent under the Loan Documents shall automatically terminate and be released and, at the Borrower’s sole expense, the Administrative Agent shall take all such actions and execute all such documents as reasonably requested by the Borrower to effectuate or otherwise evidence of record such terminations and releases.

Pledged Assets. Each Loan Party will (a) Each Credit Party will cause all real Property interests related 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries (unless such Domestic Subsidiary is owned by a Foreign Subsidiary) and 65% (to the Borrowing Base Properties (other than extent the Designated Outparcels)pledge of a greater percentage would be unlawful or would cause any adverse tax consequences to the Borrower or any Guarantor) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries, all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) in each case to the extent owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests such Credit Party, to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; . (b) except Subject to the extent the delivery terms of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause subsections (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(cc) and (d)e) below, all in form, content and scope reasonably satisfactory to each Credit Party will cause its owned real property acquired after the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any Closing Date and all costs, expenses, losses, claims, fees tangible and intangible personal property now owned or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements hereafter acquired to be subject at all times to a first priority, perfected Liens Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or such other security documents as the Administrative Agent shall reasonably request. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants set forth in the Security Documents. (c) To the extent otherwise permitted hereunder, if any Credit Party intends to acquire a fee ownership interest in any real property (“Real Estate”) after the Closing Date and such Real Estate has a fair market value in excess of $1,000,000, it shall provide to the Administrative Agent promptly such documentation as the Administrative Agent may request (which documentation may include those items set forth in Section 4.1(e) and such other documents, instruments or agreements reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent). (d) Except to the extent the applicable Credit Party or Subsidiary is contesting its obligations in good faith or to the extent that failure to perform such obligation could not reasonably be expected to have a Material Adverse Effect, each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. (e) With respect to any vehicles, tractors, trailers and other equipment acquired after the Closing Date that are subject to the Like-Kind Exchange Program (the “Exchange Property”), each Credit Party will, as soon as possible and in no event longer than one hundred twenty (120) days after the acquisition (directly or indirectly) of the Exchange Property, cause the Exchange Property to be subject to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably require; provided that, in no event shall the fair market value of the Exchange Property that is not subject to the first priority, perfected Lien in favor of the Administrative Agent exceed $5,000,000.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related to Cause 100% of the Borrowing Base Properties Equity Interests in each of its direct or indirect Domestic Subsidiaries (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of titleExcluded Subsidiaries) and all 65% of the Pledged Equity Interests in each of its Foreign Subsidiaries to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; . (b) except If, subsequent to the extent the delivery of the following wouldClosing Date, in the judgment of the Administrative Agenta Credit Party shall acquire any real property or any securities, instruments, chattel paper or other personal property required for perfection to be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request as Collateral hereunder or under any of the Security Documents, promptly (and in connection with any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the foregoingAdministrative Agent of same. (c) Each Credit Party shall, and shall cause each of its Subsidiaries (other than Excluded Subsidiaries) to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions any of the actions described in Section 4.1(d) or (e) hereof and other organizational and authorizing documents delivery of such Person, favorable opinions of counsel counsel) to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) ensure that the Administrative Agent for has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) subject to the limitations set forth in the Security Agreement, all personal property of the Credit Parties located in the United States (other than any and all costsliquor licenses held by Excluded Subsidiaries), expenses(ii) subject to the limitations set forth in the Security Agreement, losses, claims, fees or other amounts paid or incurred to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties (other than any liquor licenses held by Excluded Subsidiaries), (iii) subject to Section 5.17, all owned real property of the Credit Parties located in the United States and (iv) subject to Section 5.17, all leased real property of the Credit Parties located in the United States. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the extent paid or incurred in connection with covenants regarding the filing or recording location of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations personal property as set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents.

Pledged Assets. Each Loan Party will (a) cause The Borrowers shall at all real Property interests related to the times subject all Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Assets and all of the Pledged Interests to be subject at all times their respective personal property to first priority, perfected and, priority Liens (subject in any case to Permitted Liens which by operation of law or contract would have priority over the case of Liens securing the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Obligations) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Credit Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in and deliver all Borrowing Base Asset Deliverables (and any case only updates to Permitted Liens; (b) except to the extent the delivery any of the following would, in the judgment of the Administrative Agent, be redundant information or duplicative of such items materials delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver as a portion thereof) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify . In furtherance of the Borrowers’ obligations under this Section 6.16, each of the Borrowers hereby agree that they shall, from time to time, at their own expense, promptly execute, deliver, file and/or reimburse (as applicable) record all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent for may reasonably request (including, without limitation, the procurement of landlord consents with respect to the assignment of the applicable Borrower’s interests in any Borrowing Base Assets), in order to (a) properly evidence the Borrowers’ Obligations hereunder or under any Credit Document or (b) perfect, continue and all costs, expenses, losses, claims, fees protect the Liens and security interests granted or other amounts paid or incurred purported to be granted by any Collateral Documents and to enable the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, exercise and enforce its rights and interests therein or remedies hereunder and under any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Document with respect to the any Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c. The applicable Borrower(s) shall be in addition promptly deliver to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms a copy of each such instrument and conditions evidence of the Collateral Documentsits proper filing or recording, as necessary or desirable.

Pledged Assets. Each Loan Party will At all times, (a) cause all real of the owned and leased Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoExcluded Property) owned by the of each Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Party to be subject at all times to first priority, perfected Liens and, in the case of the owned and leased real Property interest in each Borrowing Base Property (whether leased or owned)property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s 's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent; . Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (cwithin the meaning of Treas. Reg. Section 1. 956-2(c)(2)) indemnify and/or reimburse in each Foreign Subsidiary (as applicableother than any Immaterial Subsidiary) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred directly owned by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein Borrower or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request. With respect to each Account for which either the perfection, enforceability, or validity of the Administrative Agent's Liens in such Account, or the Administrative Agent's right or ability to obtain direct payment to the Administrative Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the Uniform Commercial Code, the Loan Parties will take such steps as the Administrative Agent may from time to time reasonably request, including, without limitation, compliance with the Federal Assignment of Claims Act of 1940, as amended, the Social Security Act, the Medicare Regulations and the Medicaid Regulations. With respect to real property pledged to the Administrative Agent to secure the Obligations, the Loan Parties shall be required to deliver title insurance policies and surveys (a) only to the extent necessary to cause the aggregate net book value of all real property pledged to the Administrative Agent to secure the Obligations for which the Loan Parties have delivered title insurance policies and surveys to equal or exceed $150 million or (b) if the Loan Parties obtain owners coverage title insurance for the applicable real property.

Pledged Assets. Each Loan Party will (a) The Company and its Subsidiaries will cause all real Property interests related to (i) 100% of the Borrowing Base Properties Capital Stock of each Domestic Guarantor, (other than ii) 100% of the Designated Outparcels)Capital Stock of each Domestic Subsidiary held directly by the Company or any Domestic Guarantor (or, all personal Property (includingif less, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) the full amount owned by the Loan Parties Company and relating to any Borrowing Base Properties (other than vehicles subject to certificates of titleeach Domestic Subsidiary) and all (iii) 100% of the Pledged Interests Capital Stock of each Material Foreign Subsidiary directly held by the Company or a Domestic Subsidiary (or, if less, the full amount owned by the Company and each Domestic Subsidiary) (provided that, with respect to Voting Stock only, not more than 65% in the aggregate of the total outstanding Voting Stock of any Material Foreign Subsidiary shall be required to be pledged at any given time by the Company and the Domestic Subsidiaries) to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure for the Obligations ratable benefit of the Secured Parties pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; . (b) except The Company and its Subsidiaries will cause 100% of the Capital Stock (other than directors’ qualifying shares and/or other nominal amounts of shares required to be held by local nationals, in each case to the extent required by applicable law) of (i) the delivery of Dutch Borrower, (ii) Alliance AG, (iii) the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(cForeign Subsidiaries set forth on Schedule 1.1(b) and (div) each of their respective Material Foreign Subsidiaries (provided that if at any time more than 65% of the aggregate issued and outstanding Voting Stock of any Foreign Subsidiary is pledged (any such excess Voting Stock being herein called “Excess Material Foreign Subsidiary Voting Stock”), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any such Excess Material Foreign Subsidiary Voting Stock shall only secure Credit Party Obligations consisting of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations Credit Party Obligations of the Loan Parties referenced herein Dutch Borrower and guarantees by one or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights more Guarantors of Credit Party Obligations of the applicable Loan Parties under the Lease Agreements Dutch Borrower) to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent for the ratable benefit of the Secured Parties to secure the Obligations Dutch Borrower’s and Alliance AG’s obligations pursuant to the terms and conditions of the Collateral DocumentsSecurity Documents or such other security documents as the Administrative Agent shall reasonably request. (c) The Company and the Domestic Guarantors will (i) cause each loan or advance that is outstanding on or after the Effective Date by the Company or any Domestic Guarantor to a Subsidiary to be evidenced by the Intercompany Note or other promissory notes, (ii) deliver the Intercompany Note and such other promissory notes to the Administrative Agent, together with an appropriate allonges or other endorsement reasonably satisfactory to the Administrative Agent, and (iii) execute such Security Documents in connection with the pledge of the Intercompany Note and such promissory notes as the Administrative Agent may reasonably request. (d) The Company and each Domestic Guarantor shall take such action at its own expense as reasonably requested by the Administrative Agent to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all accounts receivable of the Company and the Domestic Guarantors and (ii) all inventory of the Company and the Domestic Guarantors (other than Excluded Inventory).

Pledged Assets. Each Loan Credit Party will (ai) cause all of its owned real and personal Property interests related and shall use commercially reasonable efforts to the Borrowing Base Properties (cause all of its leased real and personal Property, in each case, other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, customary favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c5.1(d) and (d)e) of the Existing Credit Agreement, all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the Credit Parties will cause (A) 100% of the issued and outstanding Capital Stock of the Borrower; (B) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary owned by the Credit Parties; and (cC) indemnify and/or reimburse (as applicable) 65% of the issued and outstanding Capital Stock of each Material Foreign Subsidiary; to be delivered to the Administrative Agent for any and all costs(together with undated stock powers signed in blank (unless, expenseswith respect to a Material Foreign Subsidiary, losses, claims, fees or other amounts paid or incurred such stock powers are deemed unnecessary by the Administrative Agent to in its reasonable discretion under the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any law of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement jurisdiction of any incorporation of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (asuch Person), (b) and (c) above shall not apply pledged to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to an appropriate pledge agreement(s) in substantially the terms and conditions form of the Collateral DocumentsPledge Agreement and otherwise in form reasonably acceptable to the Administrative Agent. Notwithstanding the foregoing, the Credit Parties shall not be required to grant mortgages on (i) real property located in the State of New York owned by the Credit Parties unless requested by the Administrative Agent or the Required Lenders [or (ii) the property located at 00000 X-00 Xxxxxxx, Xxxxxx Xxxxxxxx until all existing mortgages thereon have been released].

Pledged Assets. Each Loan Party will (a) Each Credit Party will cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all 100% of the Pledged Interests Capital Stock of each of its direct or indirect Material Domestic Subsidiaries and 65% of the Capital Stock of each of its first-tier Material Foreign Subsidiaries to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Credit Party shall acquire any real property or any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) to ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Obligations (subject to Permitted Liens) in (i) all personal property of the Credit Parties located in the United States (including, without limitation, take all actions necessary under the Federal Assignment of Claims Act to ensure the Administrative Agent has a first priority perfected Lien on any government receivables), (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their reasonable discretion, all other personal property of the Credit Parties, subject in any each case only to Permitted Liens; , and (biii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required deemed to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred material by the Administrative Agent or the Required Lenders in its or their reasonable discretion, such real property of the Credit Parties located in the United States as deemed material. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the extent paid or incurred in connection with covenants regarding the filing or recording location of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations personal property as set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents.

Pledged Assets. Each Loan Party will The Borrower shall, and shall cause each of the Guarantors to: (a) cause all real Property interests related except to the Borrowing Base Properties (extent of Permitted Liens other than Permitted Liens which are Liens granted to the Designated Outparcels)Bank, all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and cause all of the Pledged Interests owned Property of the Borrower and the Guarantors to be subject at all times to first priority, perfected Liens in favor of the Bank and, in the case of the real Property interest in each Borrowing Base Property (whether owned Real Estate or ground leased or owned)Real Estate, title insured Liens in favor of the Administrative Agent Bank, the foregoing Liens to secure the Obligations obligations under the Credit Documents pursuant to the terms and conditions of this Agreement, the Collateral Documents Security Agreement, the Pledge Agreement and the Mortgages or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, promptly upon such acquisition, and in any event within thirty (30) days thereafter, deliver such other additional security documents as the Administrative Agent Bank shall reasonably request, subject in any case only to Permitted Liens; ; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent Bank may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Bank's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative AgentBank; and (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection shall otherwise comply with the filing or recording of any documents, agreement or instruments related to the Collateralterms and conditions set forth in this Agreement, the protection of any of Security Agreement, the CollateralPledge Agreement, its rights the Mortgages and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Documents with respect to the Collateral; provided, that the reimbursement perfection and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations maintenance of the Loan Parties referenced herein or in any other Loan Document; provided furtherBank's Liens, that the obligations set forth in clauses (a), (b) monitoring of such Liens and (c) above shall not apply to the extent provision of further assurances regarding such obligation would violate Liens. Without limiting the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights generality of the applicable Loan Parties under above, the Lease Agreements Borrower will cause 100% of the issued and outstanding Capital Stock of each of its Subsidiaries (excluding members of the Interlink Group) to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations Bank pursuant to the terms and conditions of the Collateral DocumentsPledge Agreement and such other security documents as the Bank shall reasonably request. (J) Clause (g) of Section 7.5 of the Credit Agreement is amended and restated in its entirety to read as follows:

Pledged Assets. Each Loan Party will (a) cause all real Property interests related Within forty-five (45) Business Days following the Collateral Effective Date, the Loan Parties shall execute and deliver to the Borrowing Base Properties Administrative Agent the Pledge Agreement (which shall provide for pledge by each Loan Party of 100% of the issued and outstanding Equity Interests in each of its Wholly Owned Subsidiaries that are Domestic Subsidiaries (other than Immaterial Subsidiaries) and 65% of the Designated Outparcelstotal combined voting power of the Equity Interests in each of its first tier Wholly Owned Subsidiaries that are Foreign Subsidiaries (other than Immaterial Subsidiaries)) and the following agreements, documents and instruments, each in form, content and scope reasonably satisfactory to the Administrative Agent: (i) all personal Property stock certificates evidencing the Equity Interests in the Subsidiaries of each Loan Party pledged pursuant to the Pledge Agreement (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by prior to the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all merger of the Pledged Interests to be subject at all times to first priorityBorrower and Holdings, perfected andthe stock certificates representing the stock of the Borrower), together with duly executed in blank undated stock powers attached thereto; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the case of Administrative Agent's reasonable discretion, to perfect the real Property Lenders' security interest in each Borrowing Base Property the Collateral; (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (biii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of for each such Person, favorable opinions Loan Party; and (iv) an opinion of counsel addressed to the Administrative Agent, on behalf of the Lenders, covering such Person (which shall coverissues as reasonably requested by the Administrative Agent, among other thingsincluding, without limitation, the legality, validity, binding effect and enforceability of the documentation referred to above and the attachment and perfection of the Liens thereunder. (b) If at any time the Borrower or any Subsidiary is required to provide a Lien with respect to any Equity Interests of any of its Subsidiaries to the holders of the Indebtedness permitted to be secured hereunder, the Borrower shall cause such Persons to provide the Administrative Agent’s Liens thereunder) , on the behalf of the Lenders, with an equal and ratable lien in such Equity Interests pursuant to documentation substantially in the form of the Pledge Agreement and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all documents in form, content and scope reasonably satisfactory to the Administrative Agent; Agent identified in Section 7.08(a) above at the same time the Borrower and such other Persons provide a Lien on such Equity Interests to the holders of such Indebtedness permitted to be secured hereunder. The Borrower agrees that the Liens contemplated by the preceding sentence may not be granted until such time as the Lenders have entered into a satisfactory intercreditor agreement with the holders of the Indebtedness permitted to be secured hereunder. (c) indemnify and/or reimburse Within 30 days following (as applicablei) any Collateral Release Date or (ii) the Collateral Termination Date, if the Collateral Termination Date shall have occurred after the Collateral Effective Date, the Administrative Agent for any and shall take all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent action reasonably necessary to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to release its Lien on the Collateral, including, without limitation, return of stock certificates and stock powers and filing of UCC termination statements, all at the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsBorrower's expense.

Pledged Assets. Each Loan Party will (ai) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than Excluded Property or except as otherwise provided in the Designated Outparcels)Collateral Documents, all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the owned or ground leased real Property interest in each Borrowing Base Property (whether leased or owned)Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s 's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s 's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(g), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any generality of the Collateralabove, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses will cause (a)) 100% (or, if less, the full amount owned by such Loan Parties) of the issued and outstanding Capital Stock of each Domestic Subsidiary (except as provided in Section 8.09(b)(v) in respect of any Non-Guarantor Subsidiary) and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (c2) above shall could not apply reasonably be expected to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (dcause any material adverse tax consequences) cause the rights of the applicable Loan Parties under issued and outstanding Capital Stock entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) in each Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Party will (a) Each Credit Party will cause all real Property interests related to 100% of the Borrowing Base Properties (Equity Interest in each of its direct or indirect Domestic Subsidiaries other than the Designated Outparcels), all personal Property Excluded Subsidiaries (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) unless such Domestic Subsidiary is owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of titlea Foreign Subsidiary) and all 65% (to the extent the pledge of a greater percentage would be unlawful or would cause any materially adverse tax consequences to the Borrower or any Guarantor) of the Pledged Interests voting Equity Interest and 100% of the non-voting Equity Interest of its first-tier Foreign Subsidiaries, in each case to the extent owned by such Credit Party, to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request; provided, however, that the Borrower's Equity Interest in ROC shall not be subject to a first priority, perfected Lien in favor of the Administrative Agent until the Pledge Approval has been obtained. (b) Subject to the terms of subsection (c) below, each Credit Party will cause its real property acquired after the Closing Date and all tangible and intangible personal property now owned or hereafter acquired to be subject at all times to a first priority, perfected Lien (subject in any each case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment favor of the Administrative AgentAgent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. Each Credit Party shall, be redundant or duplicative and shall cause each of such items delivered in connection with or under its Subsidiaries to, adhere to the Existing Credit Agreement with respect to any Collateral described covenants set forth in the foregoing clause Security Documents. (a)c) To the extent otherwise permitted hereunder, deliver if any Credit Party intends to acquire a fee ownership interest in any real property ("Real Estate") after the Closing Date and such Real Estate has a fair market value in excess of $2,000,000, it shall provide to the Administrative Agent promptly (i) such security documentation as the Administrative Agent may request to cause such Real Estate to be subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent and (ii) such other documentation as the Administrative Agent agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statementstitle, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions reports and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d)counsel, all in form, content form and scope substance reasonably satisfactory to the Administrative Agent; . (cd) indemnify and/or reimburse (as applicable) the Administrative Agent for any Each Credit Party shall timely and fully pay and perform its obligations under all costs, expenses, losses, claims, fees or leases and other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights agreements with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall each leased location or public warehouse where any Collateral is or may be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documentslocated.

Pledged Assets. Each Loan Credit Party will cause (ai) cause all of its owned personal property located in the United States, (ii) all of its owned real property located in the United States other than Excluded Property interests related and (iii) to the Borrowing Base Properties extent deemed to be material by the Administrative Agent or the Required Lenders, (A) all of its owned real property located outside of the United States other than the Designated Outparcels), Excluded Property and (B) all personal Property of its leased real property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretowherever located) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Excluded Property, to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure such party's obligations under the Obligations Credit Documents pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except . With respect to any real property acquired by any Credit Party subsequent to the extent the delivery of the following would, in the judgment of Closing Date and required by this Section 8.13 to be pledged to the Administrative Agent, such Person will cause to be redundant or duplicative of such items delivered in connection with or under to the Existing Credit Agreement Administrative Agent with respect to any Collateral described in the foregoing clause (a)such real property documents, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) instruments and other items of the types required to be delivered pursuant to Section 5.01(c5.5(g) and (d), all in form, content and scope reasonably satisfactory form acceptable to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by generality of the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateralabove, the protection of any Credit Parties will cause (i) 100% of the Collateralissued and outstanding Capital Stock of the Borrower, its rights (ii) 100% of the issued and interests therein outstanding Capital Stock of each Domestic Subsidiary and (iii) 65% (or such greater percentage which would not result in material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the Section 1. 956-2(c)(2)) of each Foreign Subsidiary directly owned by Holdings or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request. If, subsequent to the Closing Date, a Credit Party shall (a) acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be pledged to the Administrative Agent as Collateral hereunder or under any of the Collateral Documents or (b) acquire or lease any real property, the Credit Parties shall promptly notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action (including but not limited to the actions set forth in Sections 5.3(e) and (f)) at its own expense as requested by the Administrative Agent to ensure that the Administrative Agent has a first priority perfected Lien to secure such party's obligations under the Credit Documents in (i) all owned real property and personal property of the Credit Parties located in the United States, (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other owned real and personal property of the Credit Parties and (iii) all leased real property located in the United States, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Agreements.

Pledged Assets. Each Loan Credit Party will (awill(i) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Excluded Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c5.1(d) and (de), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by generality of the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateralabove, the protection of any Credit Parties will cause (A) 100% (or, if less, the full amount owned by such Credit Party) of the Collateralissued and outstanding shares of Capital Stock owned by such Credit Party of each Domestic Subsidiary (other than a non-Wholly Owned Subsidiary which was in existence on the Closing Date until such time, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; providedif any, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (aas such Subsidiary becomes a Wholly Owned Subsidiary), (bB) 100% (or, if less, the full amount directly owned by such Credit Party) of the issued and outstanding Capital Stock of each Consolidated Party and (C) 65% (or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights 100% of the applicable Loan Parties under issued and outstanding Capital Stock not entitled to vote (within the Lease Agreements meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Agent shall reasonably request. If, subsequent to the Closing Date, a Credit Party shall acquire any Vehicle for which a certificate of title may be issued, such Credit Party shall promptly deliver to the Agent, in form and substance satisfactory to the Agent, evidence that (i) a certificate of title for such Vehicle has been issued by the appropriate governmental authority in the name of such Credit Party with the Agent’s security interest noted thereon or (ii) the documentation necessary to have a certificate of title issued by the appropriate governmental authority in the name of such Credit Party with the Agent’s security interest noted thereon has been delivered to such appropriate governmental authority.

Pledged Assets. Each Loan Party will Subject to (x) the exclusions set forth in the definition of Excluded Property, (y) the Guaranty and Security Principles and (z) the time frames set forth in Section 7.12 and Section 7.21: (a) to secure its Obligations, each Loan Party shall cause 100% of the issued and outstanding Equity Interests owned by such Loan Party of each Subsidiary organized in a Material Jurisdiction to be subject at all times to a first priority (subject to Permitted Liens), perfected Lien in favor of the Administrative Agent (for the benefit of the Secured Parties) pursuant to the terms and conditions of, and subject to the limitations set forth, in the Loan Documents, and shall provide the Administrative Agent with such opinions of counsel and make any filings and deliveries reasonably requested by the Administrative Agent in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; (i) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the property of each Domestic Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Party to be subject at all times to first prioritypriority (subject to Permitted Liens), perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent (for the benefit of the Secured Parties) to secure the such Domestic Loan Party’s Obligations pursuant to the terms and conditions of the Collateral Documents orof, with respect to any such Property acquired subsequent and subject to the Closing Date that becomes a Borrowing Base Propertylimitations set forth in, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Loan Documents and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, includingall in form, without limitationcontent and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in any Loan Document to the contrary, appropriate UCC-1 financing statementsno Domestic Loan Party shall be required to enter into deposit account control agreements, real estate title insurance policiescommodities account control agreements or securities account control agreements; (i) cause all property of each Foreign Loan Party to be subject at all times to first priority (subject to Permitted Liens), surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection perfected Liens in favor of the Administrative Agent’s Liens thereunder) and other items Agent (for the benefit of the types required Secured Parties) to be delivered secure such Foreign Loan Party’s Obligations pursuant to Section 5.01(c) the terms and conditions of, and subject to the limitations set forth in, the Loan Documents, and (d)ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (cd) indemnify and/or reimburse Notwithstanding anything in any Loan Document to the contrary, no Loan Party shall be required to take any actions to create, perfect or maintain any security interest under any laws other than the laws of such Loan Party’s jurisdiction of organization or formation, or take any such action in any jurisdiction other than such Loan Party’s jurisdiction of organization or formation, except that, where a Loan Party pledges outstanding shares or other Equity Interests of a Material Subsidiary, the relevant Collateral Document will be governed by (as applicableor, in the case of a Domestic Loan Party, may, in addition to the laws of the State of New York, be governed by) the Administrative Agent for any and all costs, expenses, losses, claims, fees laws of the jurisdiction of organization of the company whose shares or other amounts paid or incurred Equity Interests are being pledged and not by the law of the country of the xxxxxxx. (e) Without limitation of the foregoing, the Borrower shall provide all information reasonably requested the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, conduct its rights flood due diligence and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights flood insurance compliance diligence with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause any Mortgage Collateral (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements additional real property required to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the pledged as Mortgage Collateral Documentshereunder).

Pledged Assets. Each Loan Party will (a) Cause each Domestic Loan Party to (subject to the time periods permitted in Section 7.12, to any exceptions in the Collateral Documents and to the limitations on Liens in the next sentence) (i) cause all of its owned and leased real and personal Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoleased office space for which appropriate landlord consents are not obtained with commercially reasonable efforts) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d5.01(h), all in form, content and scope reasonably satisfactory to the Administrative Agent; . The Domestic Loan Parties will cause (ca) indemnify and/or reimburse 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary that is a Material Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as applicabledetermined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any adverse tax consequences) of each class of the issued and outstanding Capital Stock (and in any event no more than 65% of the voting stock in the aggregate) in each Foreign Subsidiary that is a Material Subsidiary directly owned by GFI or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, subject to Permitted Liens, pursuant to the terms and conditions of the relevant Collateral Documents or such other security documents as the Administrative Agent for shall reasonably request and no other Capital Stock of any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by Subsidiary of any Domestic Loan Party shall be subject to any Lien in favor of the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), Agent. (b) and Cause each Foreign Loan Party to (c) above shall not apply subject to the extent such obligation would violate time periods permitted in Section 7.12, to any exceptions in the Parent’s requirements with respect Collateral Documents and to maintaining its status as a REIT; and the limitations on Liens in the next sentence) (di) cause the rights all of the applicable Loan Parties under the Lease Agreements its owned and leased real and personal Property to be subject at all times to first priority, perfected and, in the case of real Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Foreign Obligations pursuant to the terms and conditions of the relevant Collateral DocumentsDocuments or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(h), all in form, content and scope reasonably satisfactory to the Administrative Agent. The Foreign Loan Parties will cause 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary that is a Material Subsidiary and 100% of the issued and outstanding Capital Stock of each Foreign Subsidiary that is a Material Subsidiary directly owned by any Foreign Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Foreign Pledge Agreements (to secure the Foreign Obligations) or such other security documents as the Administrative Agent shall reasonably request and no other Capital Stock of any Subsidiary of any Foreign Loan Party shall be subject to any Lien in favor of the Administrative Agent.

Pledged Assets. Each Loan Party will (a) Each Borrower will, and will cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels)each of its Subsidiaries to, all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all cause 100% of the Pledged Interests Capital Stock of each of its direct or indirect Domestic Subsidiaries and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of each of its first-tier Foreign Subsidiaries to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Borrower shall acquire any securities, instruments (except checks), chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after such acquisition notify the Administrative Agent of same. Each Borrower shall, and shall cause each of its Subsidiaries to, take such action at its own expense as may be necessary or otherwise requested by the Administrative Agent (including, without limitation, any of the actions described in Sections 4.1(e) and (f) hereof) to ensure that the Administrative Agent has a first priority perfected Lien to secure the Borrowers' Obligations in (i) all personal property Collateral of the Borrowers located in the United States, (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property Collateral of the Borrowers and (iii) to the extent required by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all real property owned by the Borrowers, subject in any each case only to Permitted Liens; . (bc) except If, subsequent to the Closing Date, a Borrower acquires a fee interest in any real property, such Borrower shall deliver to the Administrative Agent within 90 days following the date of such acquisition, such Mortgage Instruments and other documentation as necessary to perfect the Administrative Agents security interest therein in accordance with the provisions of Section 4.1(f). (d) If, subsequent to the Closing Date, a Borrower leases a warehouse, plant or other real property material to such Borrower's business, such Borrower shall deliver to the Administrative Agent within 90 days following the date of such lease such estoppel letters, consents and waivers from the landlord on such real property as may be required by the Administrative Agent or to the extent the delivery of the following would, in the judgment of deemed necessary by the Administrative Agent, be redundant or duplicative of such items delivered leasehold mortgages in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection accordance with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents provisions of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d4.1(f), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related Within forty-five (45) Business Days following the Collateral Effective Date, the Loan Parties shall execute and deliver to the Borrowing Base Properties Administrative Agent the Pledge Agreement (which shall provide for pledge by each Loan Party of 100% of the issued and outstanding Equity Interests in each of its Wholly-Owned Subsidiaries that are Domestic Subsidiaries (other than Immaterial Subsidiaries) and 65% of the Designated Outparcelstotal combined voting power of the Equity Interests in each of its first tier Wholly-Owned Subsidiaries that are Foreign Subsidiaries (other than Immaterial Subsidiaries)) and the following agreements, documents and instruments, each in form, content and scope reasonably satisfactory to the Administrative Agent: (i) all personal Property stock certificates evidencing the Equity Interests in the Subsidiaries of each Loan Party pledged pursuant to the Pledge Agreement (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by prior to the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all merger of the Pledged Interests to be subject at all times to first priorityBorrower and Holdings, perfected andthe stock certificates representing the stock of the Borrower), together with duly executed in blank undated stock powers attached thereto; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the case of Administrative Agent's reasonable discretion, to perfect the real Property Lenders' security interest in each Borrowing Base Property the Collateral; (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (biii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of for each such Person, favorable opinions Loan Party; and (iv) an opinion of counsel addressed to the Administrative Agent, on behalf of the Lenders, covering such Person (which shall coverissues as reasonably requested by the Administrative Agent, among other thingsincluding, without limitation, the legality, validity, binding effect and enforceability of the documentation referred to above and the attachment and perfection of the Liens thereunder. (b) If at any time the Borrower or any Subsidiary is required to provide a Lien with respect to any Equity Interests of any of its Subsidiaries to the holders of the Indebtedness permitted to be secured hereunder, the Borrower shall cause such Persons to provide the Administrative Agent’s Liens thereunder) , on the behalf of the Lenders, with an equal and ratable lien in such Equity Interests pursuant to documentation substantially in the form of the Pledge Agreement and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all documents in form, content and scope reasonably satisfactory to the Administrative Agent; Agent identified in Section 7.08(a) above at the same time the Borrower and such other Persons provide a Lien on such Equity Interests to the holders of such Indebtedness permitted to be secured hereunder. The Borrower agrees that the Liens contemplated by the preceding sentence may not be granted until such time as the Lenders have entered into a satisfactory intercreditor agreement with the holders of the Indebtedness permitted to be secured hereunder. (c) indemnify and/or reimburse Within 30 days following (as applicablei) any Collateral Release Date or (ii) the Collateral Termination Date, if the Collateral Termination Date shall have occurred after the Collateral Effective Date, the Administrative Agent for any and shall take all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent action reasonably necessary to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to release its Lien on the Collateral, including, without limitation, return of stock certificates and stock powers and filing of UCC termination statements, all at the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsBorrower's expense.

Pledged Assets. Each Loan Party will (a) cause The Borrowers shall at all real Property interests related to the times subject all Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Assets and all of the Pledged Interests to be subject at all times their respective personal property to first priority, perfected and, priority Liens (subject in any case to Permitted Liens which by operation of law or contract would have priority over the case of Liens securing the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Obligations) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Credit Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in and deliver all Borrowing Base Asset Deliverables (and any case only updates to Permitted Liens; (b) except to the extent the delivery any of the following would, in the judgment of the Administrative Agent, be redundant information or duplicative of such items materials delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver as a portion thereof) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify . In furtherance of the Borrowers' obligations under this Section 6.16, the Borrowers hereby agree that they shall, from time to time, at their own expense, promptly execute, deliver, file and/or reimburse (as applicable) record all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent for may reasonably request (including, without limitation, the procurement of landlord consents with respect to the assignment of the applicable Borrower's interests in any Borrowing Base Assets), in order to (a) properly evidence the Borrowers' Obligations hereunder or under any Credit Document or (b) perfect, continue and all costs, expenses, losses, claims, fees protect the Liens and security interests granted or other amounts paid or incurred purported to be granted by any Collateral Documents and to enable the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, exercise and enforce its rights and interests therein or remedies hereunder and under any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Document with respect to the any Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c. The applicable Borrower(s) shall be in addition promptly deliver to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms a copy of each such instrument and conditions evidence of the Collateral Documentsits proper filing or recording, as necessary or desirable.

Pledged Assets. Each Loan Party will (a) The Company and its Domestic Subsidiaries will cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all 100% of the Pledged Interests Capital Stock of each Material Domestic Subsidiary and 65% of the Capital Stock of each first-tier Material Foreign Subsidiary to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure for the Obligations ratable benefit of the Secured Parties pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; . (b) except to the extent the delivery The Dutch Borrower and DIAG will cause 100% of the following would, in the judgment Capital Stock of the Administrative Agent, be redundant each of their respective direct or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements indirect Material Foreign Subsidiaries to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent for the ratable benefit of the Secured Parties to secure the Obligations Dutch Borrower’s obligations pursuant to the terms and conditions of the Collateral DocumentsSecurity Documents or such other security documents as the Administrative Agent shall reasonably request. (c) The Company will (i) cause each loan or advance on or after the Closing Date by the Company to a Subsidiary that is not a Credit Party to be evidenced by a promissory note, (ii) deliver such promissory note to the Administrative Agent, together with an appropriate allonge or other endorsement reasonably satisfactory to the Administrative Agent, and (iii) execute such Security Documents in connection with the pledge of such promissory note as the Administrative Agent may reasonably request. (d) Each Credit Party shall take such action at its own expense as reasonably requested by the Administrative Agent to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all accounts receivable of the Company and the Domestic Guarantors and (ii) all inventory of the Company and the Domestic Guarantors (other than Excluded Inventory); provided that the Lien on such accounts receivable and inventory will be automatically released upon payment in full of the Term Loan B with proceeds of Subordinated Indebtedness issued or incurred by the Company in a principal amount not less than the outstanding principal amount of the Term Loan B at such time.

Pledged Assets. Each Loan Party will (a) Each Credit Party will cause all real Property interests related 100% of the Equity Interest in each of its direct or indirect Domestic Subsidiaries (unless such Domestic Subsidiary is owned by a Foreign Subsidiary) and 65% (to the Borrowing Base Properties (other than extent the Designated Outparcels)pledge of a greater percentage would be unlawful or would cause any materially adverse tax consequences to the Borrower or any Guarantor) of the voting Equity Interest and 100% of the non-voting Equity Interest of its first-tier Foreign Subsidiaries, all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) in each case to the extent owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests such Credit Party, to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request. (b) Subject to the terms of subsection (c) below, each Credit Party will cause its real property located in the United States acquired after the Closing Date and all tangible and intangible personal property now owned or hereafter acquired to be subject at all times to a first priority, perfected Lien (subject in any each case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment favor of the Administrative AgentAgent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. Each Credit Party shall, be redundant or duplicative and shall cause each of such items delivered in connection with or under its Subsidiaries to, adhere to the Existing Credit Agreement with respect to any Collateral described covenants set forth in the foregoing clause Security Documents. (a)c) To the extent otherwise permitted hereunder, deliver if any Credit Party intends to acquire a fee ownership interest in any real property (“Real Estate”) after the Closing Date and such Real Estate has a fair market value in excess of $50,000,000, it shall provide to the Administrative Agent promptly (i) such security documentation as the Administrative Agent may request to cause such Real Estate to be subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent and (ii) such other documentation as the Administrative Agent agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statementstitle, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions reports and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d)counsel, all in form, content form and scope substance reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) provided that no Credit Party will pledge any Real Estate to the Administrative Agent for any unless and all costs, expenses, losses, claims, fees or other amounts paid or incurred by until (A) each Lender has received at least 45 days prior written notice prior that such Real Estate will become a Mortgaged Property and (B) each Lender has confirmed to the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, that all flood insurance due diligence and flood insurance compliance required by such Lender has been completed. (d) Each Credit Party shall timely and fully pay and perform its rights obligations under all leases and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights agreements with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall each leased location or public warehouse where any Collateral is or may be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documentslocated.

Pledged Assets. Each Loan Party will (a) cause The Borrowers shall at all real Property interests related to the times subject all Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) Assets and all of the Pledged Interests to be subject at all times their respective personal property to first priority, perfected and, priority Liens (subject in any case to Permitted Liens which by operation of law or contract would have priority over the case of Liens securing the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Obligations) in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Credit Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, and such other additional security documents as the Administrative Agent shall reasonably request, subject in and deliver all Borrowing Base Asset Deliverables (and any case only updates to Permitted Liens; (b) except to the extent the delivery any of the following would, in the judgment of the Administrative Agent, be redundant information or duplicative of such items materials delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver as a portion thereof) and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify . In furtherance of the Borrowers’ obligations under this Section 6.16, the Borrowers hereby agree that they shall, from time to time, at their own expense, promptly execute, deliver, file and/or reimburse (as applicable) record all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrative Agent for may reasonably request (including, without limitation, the procurement of landlord consents with respect to the assignment of the applicable Borrower’s interests in any Borrowing Base Assets), in order to (a) properly evidence the Borrowers’ Obligations hereunder or under any Credit Document or (b) perfect, continue and all costs, expenses, losses, claims, fees protect the Liens and security interests granted or other amounts paid or incurred purported to be granted by any Collateral Documents and to enable the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, exercise and enforce its rights and interests therein or remedies hereunder and under any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Credit Document with respect to the any Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c. The applicable Borrower(s) shall be in addition promptly deliver to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms a copy of each such instrument and conditions evidence of the Collateral Documentsits proper filing or recording, as necessary or desirable.

Pledged Assets. Each Loan Party will (a) Each Borrower will, and will cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels)each of its Subsidiaries to, all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all cause 100% of the Pledged Interests Capital Stock of each of its direct or indirect Domestic Subsidiaries and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of each of its first-tier Foreign Subsidiaries to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure for the Obligations ratable benefit of the Lenders pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Borrower shall acquire any securities, instruments (except checks), chattel paper or other personal property required for perfection and/or priority to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after such acquisition notify the Administrative Agent in writing of same. Each Borrower shall, and shall cause each of its Subsidiaries to, take such action at its own expense as may be necessary or otherwise requested by the Administrative Agent (including, without limitation, any of the actions described in Sections 4.1(e) and (f) hereof) to ensure that the Administrative Agent has a first priority perfected Lien to secure the Borrowers' Obligations in (i) all personal property Collateral of the Borrowers located in the United States, (ii) to the extent deemed to be material by the Administrative Agent in its reasonable discretion, all other personal property Collateral of the Borrowers and (iii) to the extent required by the Administrative Agent in its reasonable discretion, all real property owned by the Borrowers, subject in any each case only to Permitted Liens; . (bc) except If, subsequent to the Closing Date, a Borrower acquires a fee interest in any real property, such Borrower shall deliver to the Administrative Agent within 90 days following the date of such acquisition, such Mortgage Instruments and other documentation as necessary to perfect the Administrative Agent's security interest therein in accordance with the provisions of Section 4.1(f). (d) If, subsequent to the Closing Date, a Borrower leases a warehouse, plant or other real property material to such Borrower's business, such Borrower shall deliver to the Administrative Agent within 90 days following the date of such lease such estoppel letters, consents and waivers from the landlord on such real property as may be required by the Administrative Agent or to the extent the delivery of the following would, in the judgment of deemed necessary by the Administrative Agent, be redundant or duplicative of such items delivered leasehold mortgages in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection accordance with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents provisions of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d4.1(f), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents.

Pledged Assets. Each Loan Party will Within the time periods set forth in Section 7.12, cause (a) cause all real Property interests related to 100% of the Borrowing Base Properties issued and outstanding Equity Interests of each Domestic Subsidiary (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating theretoa Broker-Dealer Subsidiary) directly owned by a Loan Party and (b) 66% of the Loan Parties issued and relating outstanding Equity Interests entitled to any Borrowing Base Properties vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than vehicles subject to certificates of titlea Broker-Dealer Subsidiary) and all of the Pledged Interests directly owned by a Loan Party, to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure Agent, for the Obligations pursuant to the terms and conditions benefit of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery holders of the following wouldObligations, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance satisfactory to the Administrative Agent. Notwithstanding the foregoing, it is understood and agreed that, solely with respect to any Immaterial Foreign Subsidiary (other than any Broker-Dealer Subsidiary that is an Immaterial Foreign Subsidiary) directly owned by a Loan Party, such Loan Party (x) shall not be required to deliver a foreign law pledge agreement, opinions of counsel and/or any filings and deliveries necessary in connection therewith to perfect the security interests therein and (y) shall only be required to deliver to the Administrative Agent all certificates evidencing certificated Equity Interests in any such Immaterial Foreign Subsidiary, if any, together with duly executed in blank and undated stock powers attached thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Furthermore, it is understood and agreed that with respect to any pledge of Equity Interests in any Broker-Dealer Holdco such pledge shall not be required if the applicable owner of the Equity Interests of such Broker-Dealer Holdco uses commercially reasonable efforts to obtain the consent of a Governmental Authority (to the extent necessary) to such pledge and such consent is unable to be obtained.

Pledged Assets. Each Loan Party will of the Credit Parties (as applicable) shall, at all times: (a) cause all real Property interests related (i) have delivered to the Borrowing Base Administrative Agent fully executed and notarized (A) Mortgage Instruments and (B) Assignments of Leases, with respect to each of the Approved Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by such Person and, following the Loan Parties recording of such Mortgage Instruments and relating to any Borrowing Base Assignments of Leases by the Administrative Agent in connection with Section 7.12 hereof, and (ii) cause the Approved Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured priority Liens in favor of the Collateral Agent (subject to Permitted Liens and such other encumbrances as may be from time to time approved by the Administrative Agent, in writing); (b) cause 100% of the issued and outstanding Capital Stock of the Borrower owned by the REIT Guarantor and 100% of the issued and outstanding Capital Stock of the Credit Party Subsidiaries (direct and indirect) of the Borrower (other than such Capital Stock as may be held by non-Credit Parties pursuant to and in accordance with the terms hereof) to be subject to a first priority, perfected Lien in favor of the Collateral Agent to secure for the Obligations benefit of the Secured Parties pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; and (bc) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d)the terms of this Agreement, all in form, content and scope reasonably satisfactory to the Administrative Agent; (cprovided, that this clause 7.17(c) indemnify and/or reimburse (as applicable) shall not be interpreted to expand the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred scope of the materials required to be delivered by the Administrative Agent to the extent paid or incurred Borrower in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights Section 7.12 hereof with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsProposed Approved Property.

Pledged Assets. (a) Each Loan U.S. Credit Party will (ai) cause all real Property interests related to of the Borrowing Base Properties Capital Stock of its Restricted Subsidiaries (other than Inactive Subsidiaries and Immaterial Subsidiaries) required to be pledged under the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests Pledge Agreements to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Collateral Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral U.S. Security Documents or, with respect to any such Property Capital Stock acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Collateral Agent shall reasonably request, subject in any case only to Permitted Liens; Liens and (bii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Collateral Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent; . Without limiting the foregoing, each U.S. Credit Party will cause 100% of the Capital Stock of each of its direct or indirect Restricted Subsidiaries (cother than Inactive Subsidiaries and Immaterial Subsidiaries) indemnify and/or reimburse that are Domestic Subsidiaries (as applicableunless such Domestic Subsidiary is owned by a Foreign Subsidiary) and 65% of the Administrative Agent for any voting Capital Stock and all costs100% of the non-voting Capital Stock of its first-tier Restricted Subsidiaries (other than Inactive Subsidiaries and Immaterial Subsidiaries) that are Foreign Subsidiaries, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent in each case to the extent paid or incurred in connection with owned by such Credit Party and to the filing or recording extent not prohibited by the organizational documents of any documentssuch Subsidiary that is a Joint Venture, agreement or instruments related to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent to secure the Credit Party Obligations pursuant to the Collateral, the protection of any terms and conditions of the CollateralU.S. Security Documents or such other security documents as the Collateral Agent shall reasonably request. In addition, its rights and interests therein each U.S. Credit Party will cause the 35% (or any Loan Party’s underlying rights and interests therein or such lesser amount owned by it) of the enforcement of any voting Capital Stock of its first-tier Restricted Subsidiaries (other rights with respect than Inactive Subsidiaries and Immaterial Subsidiaries) that are organized under the laws of Canada or a province thereof and not pledged under the U.S. Security Documents to be subject at all times to a first priority, perfected Lien in favor of the Canadian Agent to secure the Canadian Obligations pursuant to the Collateral; provided, that the reimbursement terms and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations conditions of the Loan Parties referenced herein Canadian Security Documents or in any such other Loan Document; provided further, that security documents as the obligations set forth in clauses (a), Canadian Agent shall reasonably request. (b) and Each Canadian Credit Party will (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (di) cause all the rights Capital Stock of the applicable Loan Parties its Restricted Subsidiaries (other than Inactive Subsidiaries and Immaterial Subsidiaries) that are organized under the Lease laws of Canada or a province thereof required to be pledged under the Canadian Pledge Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Canadian Agent to secure the Canadian Obligations pursuant to the terms and conditions of the Canadian Security Documents or, with respect to any such Capital Stock acquired subsequent to the Closing Date, such other additional security documents as the Canadian Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Canadian Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate PPSA financing statements, RPMRR registrations, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Canadian Agent’s Liens thereunder), all in form, content and scope reasonably satisfactory to the Canadian Agent. (c) [Reserved]. (d) Notwithstanding the terms of this Section or any other term in this Credit Agreement or the other Credit Documents to the contrary, so long as the 2011 Senior Notes or the 2013 Senior Notes remain outstanding, with respect to any Capital Stock acquired after the Closing Date (the “After-Acquired Principal Collateral”), the lien granted to the Collateral DocumentsAgent with respect to such After-Acquired Principal Collateral shall be limited in a manner as is necessary to avoid invoking the collateral sharing requirements of the 1995 Senior Note Indenture, which may include, without limitation, limiting the amount or type of Credit Party Obligations secured by such After-Acquired Principal Collateral. In connection with the acquisition of any After-Acquired Principal Collateral, the Credit Parties shall execute such agreements and provide such documentation as may be reasonably required by the Collateral Agent in order to secure all Credit Party Obligations with such After-Acquired Principal Collateral to the extent the Credit Parties may do so without invoking the collateral sharing requirements of the 1995 Senior Note Indenture. Upon the repayment, repurchase or redemption in full of the 2011 Senior Notes and the 2013 Senior Notes, the Credit Parties shall execute and deliver and the Collateral Agent will record and file such previously delivered, additional or amending security documentation as is necessary to secure all Credit Party Obligations with the After-Acquired Principal Collateral, to the extent otherwise required by Section 5.11(a) or (b), and the Credit Parties shall deliver such documentation in connection therewith as the Collateral Agent may reasonably require.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related As collateral security for the payment of any post-Closing adjustment to the Borrowing Base Properties Merger Consideration under Section 3.1, or any indemnification obligations of the Stockholders pursuant to Article 10, the Stockholders shall, and by execution hereof do hereby, transfer, pledge and assign to USFloral, for the benefit of USFloral, a security interest in the following assets (other than the Designated Outparcels"Pledged Assets"): (i) at the Closing, that number of shares of USFloral Common Stock with a value, based on the Merger Price, equal to ten percent (10%) of each Stockholder's share of the Initial Consideration as the same may have been adjusted pursuant to Section 2.2 or Section 3.1 hereof, and the certificates and instruments, if any, representing or evidencing each such Stockholder's Pledged Assets; upon determination of the Earn-Out Consideration, that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price, equal to ten percent (10%) of each Stockholder's share of the Earn-Out Consideration, and the certificates and instruments, if any, representing or evidencing each such Stockholder's Pledged Assets; (ii) upon determination of the Earn-Out Consideration, that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price equal to fifty percent (50%) of each Stockholder's share of the Earn-Out Consideration (the "Earn-Out Pledged Assets"); (iii) all securities hereafter delivered to such Stockholder with respect to or in substitution for such Stockholder's Pledged Assets, all personal Property (includingcertificates and instruments representing or evidencing such securities, without limitation, any and all construction drawingscash and non-cash dividends and other property at any time received, construction plans receivable or otherwise distributed in respect of or in exchange for any or all thereof; and architectural renderings relating theretoin the event such Stockholder receives any such property, such Stockholder shall hold such property in trust for USFloral and shall immediately deliver such property to USFloral to be held hereunder as Pledged Assets; and (iv) owned by the Loan Parties all cash and relating to any Borrowing Base Properties (other than vehicles subject to certificates non-cash proceeds of title) and all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing a Stockholder's Pledged Interests Assets issued in his or her name in the Merger shall be delivered to USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at USFloral's request. Each Stockholder shall, at the Closing, deliver to USFloral, for each such certificate, a stock power duly signed in blank by him or her. Any cash comprising a Stockholder's Pledged Assets shall be withheld by USFloral from distribution to such Stockholder. (c) The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Merger Consideration pursuant to Section 3.1 and any indemnification obligations of the Stockholders pursuant to Article 10 until the date which is one year after the Effective Time (the "Release Date"). Promptly following the Release Date, USFloral shall return or cause to be subject at all times returned to first prioritythe Stockholders the Pledged Assets, perfected andless Pledged Assets having an aggregate value equal to the amount of (i) any post-Closing adjustment to the Merger Consideration under Section 3.1, (ii) any pending claim for indemnification made in the case good faith by any Indemnified Party (as defined in Article 10), and (iii) any indemnification obligations of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor Stockholders pursuant to Article 10. Notwithstanding the preceding two sentences the Earn-out Pledged Assets shall be available to satisfy any adjustment to the Earn-out Consideration until the determination by USFloral's Accountant's of the Administrative Agent 1999 EBIT. Promptly following such determination, USFloral shall cause to secure the Obligations pursuant be returned to the terms Stockholders the Earn-out Pledged Assets, less Earn-out Pledged Assets having an aggregate value equal to the amount of any adjustment to the Earn-out Consideration under Section 3.1. For purposes of this Section 3.2(c) and conditions of Article 10, the Collateral Documents or, USFloral Common Stock held as Pledged Assets shall be valued at (x) the Merger Price with respect to any such Property acquired subsequent post-Closing adjustment to the Closing Date that becomes a Borrowing Base PropertyMerger Consideration under Section 3.1, such other additional security documents as (y) the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement Earn-out Price with respect to any Collateral described in adjustment to the foregoing clause Earn-out Consideration and (a), deliver such other documentation as z) the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability average of the documentation referred to above and closing price on the perfection Nasdaq National Market per share of USFloral Common Stock for the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory five trading days prior to the Administrative Agent; satisfaction of an indemnification obligation (cthe "Market Value") indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity indemnification obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsArticle 10.

Pledged Assets. Each Loan Credit Party will, and will cause each of the Material Domestic Subsidiaries to, cause (ai) cause all of its owned real Property interests related and personal property located in the United States and (ii) all of its leased real property located in the United States and deemed to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned be material by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of Agent or the Pledged Interests Required Lenders in its or their sole reasonable discretion to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property property acquired subsequent to the Closing Date that becomes a Borrowing Base PropertyDate, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; . With respect to any real property (bwhether leased or owned) except located in the United States acquired by the Parent, the Borrower or any Material Domestic Subsidiary subsequent to the extent Closing Date, such Person will cause to be delivered to the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement Agent with respect to any Collateral described in the foregoing clause (a)such real property documents, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) instruments and other items of the types required to be delivered pursuant to Section 5.01(c5.1(e) and (d), all in form, content and scope reasonably satisfactory form acceptable to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) . Without limiting the Administrative Agent for any generality of the above, the Credit Parties will cause 100% of the Equity Interests of the Borrower and all costs, expenses, losses, claims, fees or each of the other amounts paid or incurred Material Domestic Subsidiaries and 65% of the Equity Interests of each of the Material Foreign Subsidiaries directly owned by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein Parent or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements Domestic Subsidiary to be subject at all times to a first priority, perfected Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Agent shall reasonably request. If, subsequent to the Closing Date, any Credit Party shall (a) acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be pledged to the Agent as Collateral hereunder or under any of the Collateral Documents or (b) acquire or lease any real property, the Credit Parties shall promptly (and in any event within three (3) Business Days) after any Executive Officer of a Credit Party acquires knowledge of same notify the Agent of same. Each of the Credit Parties shall take such action (including but not limited to the actions set forth in Sections 5.1(d) and (e)) at its own expense as requested by the Agent to ensure that, subject in any case to Permitted Liens, the Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all owned real property and personal property of any Credit Party located in the United States and subject to a Permitted Lien arising under documents prohibiting the creation or assumption of any other Lien upon such property, (ii) to the extent deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, all other owned real and personal property of any Credit Party and (iii) all leased real property located in the United States and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Agreements.

Pledged Assets. Each Loan Party will (a) Each Credit Party will cause all real Property interests related (i) 100% of the Capital Stock owned by it of each of its direct or indirect Material Domestic Subsidiaries (including any Excluded Subsidiary) and 100% of the Capital Stock owned by it of each of its first-tier Material Foreign Subsidiaries (not to exceed 65% of the Borrowing Base Properties aggregate Capital Stock of such Material Foreign Subsidiary) and (other than ii) 100% of the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) Capital Stock owned by the Loan Parties and relating to Borrower or any Borrowing Base Properties (other than vehicles subject to certificates of title) and all its Subsidiaries of the Pledged Interests any Excluded Subsidiary to be subject at all times to first a first-priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries (other than an Excluded Subsidiary) to, take such action at its own expense as reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) to ensure that the Administrative Agent has a first-priority, perfected Lien to secure the Credit Party Obligations (subject to Permitted Liens) in (i) all personal property of the Credit Parties located in the United States (including, without limitation, at the request of the Administrative Agent, to take all actions necessary under the Federal Assignment of Claims Act to ensure the Administrative Agent has a first-priority, perfected Lien on any government receivables), (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their reasonable discretion, all other personal property of the Credit Parties, subject in any each case only to Permitted Liens; , and (biii) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required deemed to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred material by the Administrative Agent or the Required Lenders in its or their reasonable discretion, such real property of the Credit Parties located in the United States. Each Credit Party shall, and shall cause each of its Subsidiaries (other than an Excluded Subsidiary) to, adhere to the extent paid or incurred in connection with covenants regarding the filing or recording location of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations personal property as set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents.

Pledged Assets. Each Loan Party will (a) cause all real Property interests related Subject to the Borrowing Base Properties Gaming Laws, each Credit Party will cause 100% of the Equity Interest in each of its direct or indirect Domestic Subsidiaries (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) unless such Domestic Subsidiary is owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of titlea Foreign Subsidiary) and all 65% of the Pledged Interests voting Equity Interest and 100% of the non-voting Equity Interest of its first-tier Foreign Subsidiaries, in each case to the extent owned by such Credit Party, to be subject at all times to a first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Security Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, or such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; . (b) except Subject to the extent terms of subsection (c) below and other than Excluded Assets, each Credit Party will cause any real property it acquires after the delivery of the following wouldClosing Date and all tangible and intangible personal property now owned or hereafter acquired to be subject at all times to a first priority, perfected Lien (subject in the judgment each case to Permitted Liens) in favor of the Administrative AgentAgent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. Each Credit Party shall, be redundant or duplicative and shall cause each of its Subsidiaries to, adhere to the covenants set forth in the Security Documents. (c) To the extent otherwise permitted hereunder, if any Credit Party acquires a fee ownership interest in any real property (“Real Estate”) after the Closing Date and such Real Estate has a fair market value in excess of $2,000,000, it shall provide to the Administrative Agent promptly and in any event no later than 30 days following the date of such items delivered acquisition: (i) such security documentation as the Administrative Agent may request to cause such Real Estate to be subject at all times to a first priority, perfected Lien (subject in connection with or under each case to Permitted Liens) in favor of the Existing Credit Agreement with respect to any Collateral described in the foregoing clause Administrative Agent and (a), deliver ii) such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statementstitle, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions reports and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d)counsel, all in form, content form and scope substance reasonably satisfactory to the Administrative Agent; provided, that, in the event that the acquisition of such assets is funded in whole or in part with secured Indebtedness incurred pursuant to Section 6.1(c) or Section 6.1(k) and clauses (c) indemnify and/or reimburse or (as applicablel) of the Administrative Agent for any definition of “Permitted Liens,”, and all coststhe terms of the documents governing such secured Indebtedness do not permit the Liens securing the Obligations, expensesthen such Credit Party shall not be required to xxxxx x Xxxx securing the Obligations (it being understood that immediately upon the ineffectiveness, losses, claims, fees lapse or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording termination of any documents, agreement or instruments related to the Collateralsuch provision, the protection of any of the CollateralCollateral shall include, and such Credit Party shall grant a security interest in, such assets). (d) Each Credit Party shall timely and fully pay and perform its rights obligations under all leases and interests therein or any Loan Party’s underlying rights and interests therein or the enforcement of any of its other rights agreements with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall each leased location or public warehouse where any Collateral is or may be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Loan Parties referenced herein or in any other Loan Document; provided further, that the obligations set forth in clauses (a), (b) and (c) above shall not apply to the extent such obligation would violate the Parent’s requirements with respect to maintaining its status as a REIT; and (d) cause the rights of the applicable Loan Parties under the Lease Agreements to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documentslocated.