Common use of Additional Property Clause in Contracts

Additional Property. Upon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstanding.

Additional Property. Upon (x) All greater, additional or other estate, right, title and interest of the formation Grantor in, to, under or acquisition derived from the Trust Property hereafter acquired by the Grantor, including all right, title and interest of the Grantor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any of the Trust Property hereafter acquired by or released to the Grantor or constructed or located on, or attached to, the Property, in each case, immediately upon such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Grantor in, to, under or derived from any other property and rights which are, by the provisions of any new Guarantor after Secured Agreement, the Issue Date owning Material Real PropertySecurity Agreement or this Deed of Trust, (y) any Excluded Property ceasing required to be Excluded Propertysubjected to the Lien hereof; all estate, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property)right, the Company or such Guarantor shall execute title and deliver, within 210 days interest of the date of Grantor in, to, under or derived from any other property and rights which are necessary to maintain the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementGrantor’s business or operations conducted therein as a going concern, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, includingeach case, to the fullest extent applicablepermitted by law, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and without any Additional First Lien Indebtedness with the priority required further conveyance, mortgage, assignment or other act by the Pari Passu Intercreditor Agreement Grantor; and all estate, right, title and interest of the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third partyGrantor in, the Company to, under or derived from all other property and the applicable Guarantor may not be required to obtain such consent with respect rights which are by any instrument or otherwise subjected to the security Lien hereof by the Grantor or anyone acting on its behalf. TO HAVE AND TO HOLD the Trust Property, together with all estate, right, title and interest of the Grantor and anyone claiming by, through or under the Grantor in, to, under or derived from the Trust Property and all rights and appurtenances relating thereto, to the Trustee for the benefit of Beneficiary, forever. Notwithstanding the First Lien Notes Collateral Agent on behalf of foregoing, the Holders of following property is excluded from the Notes and each other secured party under the Collateral Documents foregoing security interests: any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except to the extent that such law or regulation or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is not required to be obtained ineffective under the terms applicable law. Grantor shall upon request of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required Beneficiary use all reasonable efforts to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility required consent that is outstanding.reasonably obtainable. THE GRANTOR ADDITIONALLY COVENANTS AND AGREES WITH THE TRUSTEE AND THE BENEFICIARY AS FOLLOWS:

Additional Property. Upon All greater, additional or other estate, right, title and interest of the Mortgagor in, to, under or derived from the Mortgaged Property now or hereafter owned or acquired by the Mortgagor, including all right, title and interest of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any of the Mortgaged Property hereafter acquired by or released to the Mortgagor or constructed or located on, or attached to, the Property, in each case, immediately upon such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are, by the provisions of any Financing Document, required to be subjected to the Lien hereof; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are necessary to maintain the Property, in each case to the fullest extent permitted under applicable law, without any further conveyance, mortgage, assignment or other act by the Mortgagor; and all estate, right, title and interest of the Mortgagor in, to, under or derived from all other property and rights which are by any instrument or otherwise subjected to the Lien hereof by the Mortgagor or anyone acting on its behalf. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest of the Mortgagor and anyone claiming by, through or under the Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, unto the Mortgagee and its successors and assigns forever. PROVIDED ALWAYS that this Mortgage is upon the express condition that (xa) the formation Mortgaged Property shall be released from the Lien of this Mortgage in full or acquisition of any new Guarantor after in part in the Issue Date owning Material Real Property, manner and at the time provided in Section 7.01(a) and (y) any Excluded Property ceasing to be Excluded Property, or (zb) the acquisition Granting made hereby is subject to and conditioned by the Company or any Guarantor after following provisions, each of which the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement Indenture Trustee and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes Holders and the Collateral Documents relating to the Collateral UK Secured Parties shall be deemed to relate consent and agree to by accepting the benefits of this Mortgage: (i) the Indenture Trustee, the Holders and the UK Secured Parties shall be bound by all the terms and conditions of this Mortgage, including that this Mortgage may be amended only in accordance with the provisions of Section 7.04, that any or all of the Mortgaged Property hereunder may be released at any time and for any reason as otherwise provided herein and that the Mortgagee and/or the Required Lenders, as holders of the Credit Agreement Secured Obligations, may determine to exercise or not to exercise remedies hereunder, all without any requirement to inform, consult with, or, except as provided in Section 7.04 obtain the consent or approval of the Indenture Trustee, the Holders, the UK Agent or the UK Secured Parties, (ii) the Indenture Trustee, the Holders, the UK Agent and the UK Secured Parties shall not assert, and do irrevocably waive, any right such property parties may have under any statute or rule of law or equity now or hereafter in effect relating to marshaling of the Mortgaged Property or the other assets of the Mortgagor that may secure the Credit Agreement Secured Obligations, (iii) apart from the obligation to distribute to the same extent Holders and with the same force and effect. AdditionallyUK Secured Parties their ratable share of any amounts distributed pursuant to clause THIRD of Section 5.06 hereof, if the Company Mortgagee shall have no duty or liability to the Indenture Trustee, any Holder, the UK Agent or any Guarantor creates UK Secured Party and (iv) the Mortgagee shall have the sole right, without any additional security interest upon duty to, any property or asset requirement to inform, consult with or, except as set forth in the nature proviso below, obtain the consent or approval of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicableIndenture Trustee, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third partyHolders, the Company and UK Agent or the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent UK Secured Parties, on behalf of the Holders Secured Parties, to consent to any priming of the Notes Liens created hereunder in connection with the entry of the Mortgagor into a debtor-in-possession credit agreement in respect of any bankruptcy proceeding to which the Mortgagor may become subject, and each other secured party under none of the Collateral Documents Indenture Trustee, any of the Holders, the UK Agent nor any of the UK Secured Parties shall be entitled to object to the extent Mortgagee's exercise of such consent is not required right; PROVIDED that the Indenture Trustee, on behalf of the Holders, the Holders and the UK Agent, on behalf of the UK Secured Parties, shall be granted any necessary adequate protection pursuant to be obtained under the terms of the documents governing ABL Obligations. AdditionallyBankruptcy Code and PROVIDED, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue DateFURTHER, it that nothing herein shall concurrently grant constitute a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit waiver of the First Lien Notes Collateral Agent on behalf right of the Holders of the Notes and each other secured any party under the Collateral Documents to the extent such consent is not required object to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) such debtor-in-possession financing that do not relate to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any priming of such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstanding.Liens. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:

Additional Property. Upon (x) All greater, additional or other estate, right, title and interest of the formation Mortgagor in, to, under or acquisition derived from the Mortgaged Property hereafter acquired by the Mortgagor, including all estate, right, title and interest of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any new Guarantor after of the Issue Date owning Material Real Mortgaged Property hereafter acquired by or released to the Mortgagor or constructed or located on, or attached to, the Property, (y) in each case, immediately upon such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any Excluded Property ceasing other property and rights which are, by the provisions of the Loan Documents, required to be Excluded Propertysubjected to the Lien hereof; all estate, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property)right, the Company or such Guarantor shall execute title and deliver, within 210 days interest of the date of Mortgagor in, to, under or derived from any other property and rights which are necessary to maintain the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation Mortgagor’s business or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent operations conducted therein as may be necessary to vest a going concern in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, includingeach case, to the fullest extent applicablepermitted by law, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and without any Additional First Lien Indebtedness with the priority required further conveyance, mortgage, assignment or other act by the Pari Passu Intercreditor Agreement Mortgagor; and all estate, right, title and interest of the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third partyMortgagor in, the Company to, under or derived from all other property and the applicable Guarantor may not be required to obtain such consent with respect rights which are by any instrument or otherwise subjected to the security Lien hereof by the Mortgagor. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes Mortgagor and each other secured party anyone claiming by, through or under the Collateral Documents to Mortgagor in, to, under or derived from the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, includingMortgaged Property and all rights and appurtenances relating thereto, to the extent applicableMortgagee and its successors and assigns, forever. PROVIDED ALWAYS that this Mortgage is upon the first-priority Lien express condition that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor Mortgaged Property shall be required to deliver (released from the Lien of this Mortgage in full or make efforts to deliver) to in part in the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to manner and at the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstanding.time provided in Section 7.02. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:

Additional Property. Upon (x) All greater, additional or other estate, right, title and interest of the formation Grantor in, to, under or acquisition derived from the Trust Property hereafter acquired by the Grantor, including all right, title and interest of the Grantor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any new Guarantor after of the Issue Date owning Material Real Trust Property hereafter acquired by or released to the Grantor or constructed or located on, or attached to, the Property, (y) in each case, immediately upon such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Grantor in, to, under or derived from any Excluded Property ceasing other property and rights which are, by the provisions of the Security Documents, required to be Excluded subjected to the Lien hereof. TO HAVE AND TO HOLD the Trust Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property)together with all estate, the Company or such Guarantor shall execute right, title and deliver, within 210 days interest of the date of Grantor and anyone claiming by, through or under the formation Grantor in, to, under or acquisition of a new Guarantorderived from the Trust Property and all rights and appurtenances relating thereto, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents Beneficiary and subject to the Pari Passu Intercreditor Agreement its successors and the ABL Intercreditor Agreementassigns, any informationforever, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens. PROVIDED ALWAYS the Liens on Restricted Collateral granted herein or in any Domestic Security Document will only secure at any time an amount of Secured Obligations not to exceed the Basket Lien Available Amount at such time. PROVIDED ALWAYS that this Deed of Trust is upon the express condition that the Trust Property shall be released from the Lien of this Deed of Trust in full or in part in the manner and at the time provided in Section 7.02; and provided further, including, that notwithstanding anything herein to the extent applicablecontrary, the first-priority Lien that secures Trust Property shall include only the ABL Obligationsreal property (including fixtures) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement hereinabove described and the ABL Intercreditor Collateral described in the Security Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstanding.THE GRANTOR ADDITIONALLY COVENANTS AND AGREES WITH THE BENEFICIARY AS FOLLOWS:

Additional Property. Upon (x) All greater, additional or other estate, right, title and interest of the formation Mortgagor in, to, under or acquisition derived from the Mortgaged Property hereafter acquired by the Mortgagor, including all right, title and interest of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any new Guarantor after of the Issue Date owning Material Real Mortgaged Property hereafter acquired by or released to the Mortgagor or constructed or located on, or affixed to, the Property, (y) in each case, immediately upon such acquisition, release, construction, location or affixation; all estate, right, title and interest of the Mortgagor in, to, under or derived from any Excluded Property ceasing other property and rights which are, by the provisions of the Financing Documents, required to be Excluded Propertysubjected to the Lien hereof; all estate, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property)right, the Company or such Guarantor shall execute title and deliver, within 210 days interest of the date of Mortgagor in, to, under or derived from any other property and rights which are necessary to maintain the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementMortgagor's business or operations conducted therein as a going concern, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, includingeach case, to the fullest extent applicablepermitted by law, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and without any Additional First Lien Indebtedness with the priority required further conveyance, mortgage, assignment or other act by the Pari Passu Intercreditor Agreement Mortgagor; and all estate, right, title and interest of the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third partyMortgagor in, the Company to, under or derived from all other property and the applicable Guarantor may not be required to obtain such consent with respect rights which are by any instrument or otherwise subjected to the security Lien hereof by the Mortgagor or anyone acting on its behalf. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes Mortgagor and each other secured party anyone claiming by, through or under the Collateral Documents to Mortgagor in, to, under or derived from the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, includingMortgaged Property and all rights and appurtenances relating thereto, to the extent applicableMortgagee, forever. PROVIDED ALWAYS that this Mortgage is upon the first-priority Lien express condition that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor Mortgaged Property shall be required to deliver (released from the Lien of this Mortgage in full or make efforts to deliver) to in part in the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to manner and at the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstanding.time provided in Section 7.02. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:

Additional Property. Upon (xi) All of Seller’s right, title and interest, if any, in, to and under all privileges and easements appurtenant to the formation or acquisition of any new Guarantor after the Issue Date owning Material Real PropertyLand, (y) any Excluded Property ceasing to be Excluded Propertyincluding, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicablewithout limitation, (A) with regard all of Seller’s right, title and interest, if any, in and to any Material Real Property all minerals, oil, gas and other hydrocarbon substances in, on or personal property (other than any Excluded Property)under the Fee Properties but not the Ground Lease Properties, the items described in Section 11.05(a)(i)-(iii) below and (B) parking and access rights sufficient to service each Property and in reasonable proximity thereto, (C) all development rights, air rights, water rights and water stock owned by Seller relating to the extent required Land, and (D) all easements, rights of way or other appurtenances of Seller used in connection with the beneficial use and enjoyment of the Land (collectively, the “Appurtenances”); (ii) All of Seller’s right, title and interest in and to all improvements and fixtures located on the Land, including, without limitation, all buildings and structures presently located on the Land, all apparatus, equipment and appliances used in connection with the operation or occupancy of the Land, such as heating, air conditioning, and lighting systems and other facilities used to provide any utility services, refrigeration, ventilation, garbage disposal, or other services on the Land, excluding the personal property listed on attached Exhibit “B” (the “Personal Property”) and excluding trade fixtures, equipment and personal property owned by Tenants or other occupants of the Collateral Documents Land (all of which are collectively referred to as the “Improvements” and subject each parcel or tract of Land, together with the Appurtenances associated therewith and the Improvements located thereon, are sometimes individually referred to as the “Real Property,” and all of the foregoing are collectively referred to as the “Real Properties”); (iii) All of Seller’s right, title and interest in, to and under all leases, subleases, licenses and other documents affecting in any way a right to occupy the Real Properties or any portion thereof, together with all associated amendments, modifications, extensions or supplements thereto and any of the same entered into after the Effective Date in accordance with the terms and conditions of this Agreement prior to the Pari Passu Intercreditor Agreement Closing Date which are listed on Exhibit “C” hereto (collectively, the “Leases”), with all persons or entities occupying any portion of the Real Properties pursuant to the Leases (“Tenants”), together with all unapplied deposits held in connection with the Leases, including, without limitation, all deposits for security, key, cleaning, storage locker or otherwise, prepaid rent, guarantees, letters of credit and other similar charges and credit enhancements providing additional security for the ABL Intercreditor AgreementLeases (collectively, the “Security Deposits”); (iv) To the extent assignable, all right, title and interest in, to and under all intangible personal property now or hereafter owned by Seller and used in the ownership, use, operation, occupancy, maintenance or development of the Real Properties or any informationportion thereof, documentation including, without limitation: (a) all governmental and public certificates, permits, licenses and approvals relating to the development, construction, operation, use, maintenance or other occupancy of the Property, including without limitation, all building permits, certificates of completion, certificates of occupancy for the Property as a whole and each Tenant’s individual unit, environmental permits and licenses (including, without limitation, permits relating to the existence, operation or removal of underground storage tanks), and sign permits (individually and collectively “Permits”), (b) copies in Seller’s possession and control relating to the Real Properties of all as-built plans and specifications for the Improvements (collectively, “Plans”); (c) all reports in Seller’s possession or control relating to the Real Properties, including but not limited to financing statements environmental reports, environmental audits, soils reports, site plans, engineering reports and Opinions plans, landscape plans, structural calculations, floor plans, construction contracts, a current inspection report by a licensed structural pest control operator, traffic reports, demographic information (collectively, “Reports”), (d) all presently effective warranties or guaranties from any contractors, subcontractors, suppliers, manufacturers, servicemen or materialmen in connection with or any construction, renovation, repairs or alterations of Counselthe Improvements or any tenant improvements (collectively, the “Warranties”), (e) all other intangible property related to any Real Property; excluding, in each case, (1) any intangible property owned by Tenants or other occupants of any Real Property; (2) all trade names, trademarks, service marks, building and property names and building signs used in connection with any Real Property and all variations thereof, including all interest Seller may have, if any, in the building names at the Ground Lease Properties and including all interest Seller may have, if any, in the building names of the Properties which are specifically related to any practice groups or programs of GHS (the “Tradenames”) and (3) other intangible property not relevant to the First Lien Notes Collateral Agent as may be Properties but necessary to vest in for the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority conduct of the First Lien Notes Collateral AgentSeller’s perfected security interest and lien on such Material Real Property or personal property business (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenturecollectively, the Notes “Intangible Property”); and (v) To the extent approved by Buyer pursuant to Section 4(f), all right, title and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, includingin, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest “Assigned Contracts” (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstandingdefined below).

Additional Property. Upon (x) All greater, additional or other estate, right, title and interest of the formation Mortgagor in, to, under or acquisition derived from the Mortgaged Property now or hereafter owned or acquired by the Mortgagor, including all right, title and interest of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any new Guarantor after of the Issue Date owning Material Real Mortgaged Property hereafter acquired by or released to the Mortgagor or constructed or located on, or attached to, the Property, (y) in each case, immediately upon such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any Excluded Property ceasing to be Excluded Propertyother property and rights which are, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 days provisions of the date of the formation or acquisition of a new Guarantorany Financing Document, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained subjected to the Lien hereof; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are necessary to maintain the Property, in each case to the fullest extent permitted under applicable law, without any further conveyance, mortgage, assignment or other act by the Mortgagor; and all estate, right, title and interest of the Mortgagor in, to, under or derived from all other property and rights which are by any instrument or otherwise subjected to the Lien hereof by the Mortgagor or anyone acting on its behalf. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest of the Mortgagor and anyone claiming by, through or under the terms Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, unto the Mortgagee and its successors and assigns forever. PROVIDED ALWAYS that this Mortgage is upon the express condition that the Mortgaged Property shall be released from the Lien of the documents governing ABL Obligations. Additionally, if the Company this Mortgage in full or any Guarantor creates any additional security interest upon any property or asset in part in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after manner and at the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreementtime provided in Section 7.01(a). If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstanding.THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:

Additional Property. Upon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 270 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Credit Facility is outstanding.

Additional Property. Upon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 270 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations and the prior Lien that secures the First Lien Notes Obligations) upon such property as security for the First Second Lien Notes Obligations and any Additional First Pari Passu Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the First Lien Notes Obligations and the prior Lien that secures the ABL Obligations) upon such property as security for the First Second Lien Notes Obligations and any Additional First Pari Passu Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Credit Facility is outstanding.

Additional Property. Upon (x) All greater, additional or other estate, right, title and interest of the formation Mortgagor in, to, under or acquisition derived from the Mortgaged Property now or hereafter acquired by the Mortgagor, including all right, title and interest of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any new Guarantor after of the Issue Date owning Material Real Mortgaged Property hereafter acquired by or released to the Mortgagor or constructed or located on, or affixed to, the Property, (y) in each case, immediately upon such acquisition, release, construction, location or affixation; all estate, right, title and interest of the Mortgagor in, to, under or derived from any Excluded Property ceasing other property and rights which are, by the provisions of the Loan Documents, required to be Excluded Propertysubjected to the Lien hereof; all estate, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property)right, the Company or such Guarantor shall execute title and deliver, within 210 days interest of the date of Mortgagor in, to, under or derived from any other property and rights which are necessary to maintain the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementMortgagor's business or operations conducted therein as a going concern, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, includingeach case, to the fullest extent applicablepermitted by law, the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and without any Additional First Lien Indebtedness with the priority required further conveyance, mortgage, assignment or other act by the Pari Passu Intercreditor Agreement Mortgagor; and all estate, right, title and interest of the ABL Intercreditor Agreement. If granting a security interest in such ABL Collateral requires the consent of a third partyMortgagor in, the Company to, under or derived from all other property and the applicable Guarantor may not be required to obtain such consent with respect rights which are by any instrument or otherwise subjected to the security Lien hereof by the Mortgagor or anyone acting on its behalf. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes Mortgagor and each other secured party anyone claiming by, through or under the Collateral Documents to Mortgagor in, to, under or derived from the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, includingMortgaged Property and all rights and appurtenances relating thereto, to the extent applicableMortgagee, forever. PROVIDED ALWAYS that this Mortgage is upon the first-priority Lien express condition that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor Mortgaged Property shall be required to deliver (released from the Lien of this Mortgage in full or make efforts to deliver) to in part in the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to manner and at the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Facility is outstanding.time provided in Section 7.02. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:

Additional Property. Upon (x) the formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 210 270 days of the date of the formation or acquisition of a new Guarantor, the date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements, any information, documentation or other certificates (including but not limited to financing statements and Opinions of Counsel) to the First Lien Notes Collateral Agent as may be necessary to vest in the First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations and the junior Lien that secures the Second Lien Notes Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements. If granting a security interest in such ABL Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting Notes Collateral to secure any First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the junior Lien that secures the Second Lien Notes Obligations and the first-priority Lien that secures the ABL Obligations) upon such property as security for the First Lien Notes Obligations and any Additional First Lien Indebtedness with the priority required by the Pari Passu Intercreditor Agreement and the ABL Intercreditor AgreementAgreements. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as the ABL Credit Facility is outstanding.