Common use of Post-Closing Collateral Clause in Contracts

Post-Closing Collateral. (a) Within 90 days of the Issue Date (or such longer period as the Notes Collateral Agent may agree in its reasonable discretion), the Co-Issuers and the Guarantors shall execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Notes Collateral Agent, for the benefit of the Holders, covering such Real Property subject to a Mortgage as of the date hereof in favor of the Administrative Agent for the benefit of the Credit Agreement Secured Parties, in form for recording or filing in the recording or filing office of the applicable governmental subdivision where such Mortgaged Property is situated, together with evidence that all filing, documentary, stamp, intangible and mortgage recording taxes, fees, charges, costs and expenses have been paid by the Co-Issuers, (ii) to the extent the same was previously delivered to the Administrative Agent in connection with the Mortgaged Properties in accordance with the Six Credit Agreement (or, if the Merger is consummated, the HoldCo Credit Agreement) provide the Notes Collateral Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first priority Lien of the Mortgage upon such Real Property in an amount equal to the fair market value of such Real Property, together with (A) such endorsements as are reasonable and customary or otherwise as the Notes Collateral Agent shall reasonably request (including, without limitation, a tie-in or cluster endorsement if available) and (B) evidence that all premiums in respect of such policy and all related expenses have been paid by the Co-Issuers, as well as a current or updated ALTA survey (or survey affidavit) thereof, certified to the Notes Collateral Agent and the applicable title insurance company; provided that such survey affidavit, if applicable, is sufficient to cause the title insurance company to issue such mortgagee title insurance policies without any standard survey exceptions and with customary survey related endorsements and (y) any consents or estoppels deemed reasonably necessary or advisable in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Notes Collateral Agent (provided that the Co-Issuers and the Guarantors shall only be required to deliver a Mortgage with respect to any real property leasehold interests upon receipt of any required landlord consent to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents and estoppels; provided, further, that nothing herein shall require the Co-Issuer or the Guarantors to use commercially reasonably efforts to obtain any landlord consent to the extent that any such landlord consent was previously not obtained after use of commercially reasonable efforts), (iii) if requested by the Notes Collateral Agent, deliver to the Notes Collateral Agent legal opinions addressed to the Collateral Agent for the benefit of the Holders relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent, (iv) deliver Flood Certificates with respect to any improved Mortgaged Property and (v) otherwise take such actions and execute and/or deliver to the Notes Collateral Agent such documents, agreements or instruments as the Notes Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Liens of any such Mortgage (including, without limitation, any financial data or indemnification instruments required by the title insurance company in connection with issuing a mortgagee title and extended coverage insurance policy as described above). (b) None of the Co-Issuers or the Guarantors shall be required to enter into any control agreement or control, lockbox or similar arrangement with respect to any deposit accounts, securities accounts or commodities accounts; provided that the Notes Collateral Agent, for the benefit of the Holders, may benefit from any such existing agreements that remain in effect in support of the Six 2025 Notes while such Six 2025 Notes remain outstanding.

Post-Closing Collateral. (a) Within 90 On or prior to the date that is 60 days of after the Issue Third Restatement Date (or such longer period later date as may be agreed by the Notes Administrative Agent in its sole discretion), to the extent reasonably necessary to maintain the Lien of the Mortgages on the Real Estate Collateral Properties as security for the Obligations, as determined by the Administrative Agent may agree in its reasonable discretion), the Co-Issuers and the Guarantors Collateral Agent shall execute and deliver a first priority have received such Mortgage amendments (subject to Permitted Liensor new Mortgages) in favor of the Notes Collateral Agent, for the benefit of the Holders, covering such Real Property subject to a Mortgage as of the date hereof in favor of the Administrative Agent for reasonably determines are required under applicable Law to grant, preserve, protect or perfect the benefit Liens created or intended to be created by the Mortgages with respect to the Real Estate Collateral Properties as in effect immediately prior to the Third Restatement Date or the validity or priority of the Credit Agreement Secured Partiesany such Lien, in proper form for recording or filing in the recording or filing office of relevant jurisdictions and in a form reasonably satisfactory to the applicable governmental subdivision where such Mortgaged Property is situated, Administrative Agent; and (i) together with evidence that all filingeach such Mortgage amendment, documentary, stamp, intangible the Collateral Agent shall have received an ALTA 11-06 Mortgage Modification endorsement (or equivalent endorsement under applicable Law) to the Title Insurance Policy for such amended Mortgage; and mortgage recording taxes, fees, charges, costs and expenses have been paid by the Co-Issuers, (ii) to the extent the same was previously delivered to the Administrative Agent in connection together with the Mortgaged Properties in accordance with the Six Credit Agreement (or, if the Merger is consummatedany such new Mortgage or Mortgage amendment, the HoldCo Credit Agreement) provide the Notes Collateral Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first priority Lien of the Mortgage upon such Real Property in an amount equal to the fair market value of such Real Property, together with (A) such endorsements as are reasonable and customary or otherwise as the Notes Collateral Agent shall reasonably request have received with respect thereto the items required by subparts (includinga)(ii), without limitation(a)(iii), a tie-in or cluster endorsement if available(a)(v)(x), (a)(v)(y), (a)(viii), (b), (d) and (Be) evidence that all premiums of the definition of “Term Loan Priority Collateral Requirements”. (b) After the Third Restatement Date, the Borrower may substitute one or more fee-owned or ground leasehold interests in respect of such policy Real Estate (and all related expenses have been paid by the Co-Issuers, as well as a current or updated ALTA survey (or survey affidavitEquipment located thereon) thereof, certified for any Term Loan Priority Collateral on the Applicable Collateral List subject to the Notes Collateral Agent satisfaction of the terms and conditions set forth in Section 9.21. (c) Notwithstanding the applicable title insurance company; provided provisions of Sections 5.12, 5.17 and 9.21, with respect to Unified Grocers and its Subsidiaries that such survey affidavitare required to become Loan Parties, if applicableon or prior to the date that is (i) ten (10) Business Days after the Delayed Draw Funding Date, is sufficient to cause the title insurance company to issue such mortgagee title insurance policies without any standard survey exceptions executed Facility Guaranties covering Unified Grocers and with customary survey related endorsements and (y) any consents or estoppels deemed reasonably necessary or advisable in connection with such Mortgage, each of the foregoing its Subsidiaries that is required to become a Loan Party together with legal opinions in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent in respect thereof and addressing such other matters as the Administrative Agent may reasonably request, (provided that ii) 30 days after the Co-Issuers and Delayed Draw Funding Date (or such later date as may be agreed by the Guarantors shall only be required to deliver a Mortgage Administrative Agent in its sole discretion), other than with respect to any real property leasehold interests upon receipt of any required landlord consent Real Estate Collateral Properties, all documents and instruments necessary to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent perfect under (and to use commercially reasonable good faith efforts to obtain all such consents and estoppels; provided, further, that nothing herein shall require the Co-Issuer or the Guarantors to use commercially reasonably efforts to obtain any landlord consent to the extent that any such landlord consent was previously not obtained after use of commercially reasonable efforts)required by) this Agreement, (iii) if requested by the Notes Collateral Agent, deliver to ’s security interests in the Notes Collateral Agent legal opinions addressed shall have been executed and delivered to the Collateral Agent for and, if applicable, filed, and (iii) 45 days after the benefit of Delayed Draw Funding Date (or such later date as may be agreed by the Holders relating Administrative Agent in its sole discretion) all documents and instruments necessary to perfect under (and to the matters described aboveextent required by) this Agreement, which opinions the Collateral Agent’s security interests in the Real Estate Collateral Properties (including Mortgages) shall be in form have been executed and substance, and from counsel, reasonably satisfactory delivered to the Notes Collateral Agent, (iv) deliver Flood Certificates with respect to any improved Mortgaged Property and (v) otherwise take such actions and execute and/or deliver to the Notes Collateral Agent such documentsand, agreements or instruments as if applicable, filed and together with each Mortgage the Notes Collateral Agent shall reasonably require have received the Term Loan Priority Collateral Requirements as applicable to confirm the validity, perfection Unified Grocers and priority of the Liens of any such Mortgage (including, without limitation, any financial data or indemnification instruments required by the title insurance company in connection with issuing a mortgagee title and extended coverage insurance policy as described above)its Subsidiaries. (b) None of the Co-Issuers or the Guarantors shall be required to enter into any control agreement or control, lockbox or similar arrangement with respect to any deposit accounts, securities accounts or commodities accounts; provided that the Notes Collateral Agent, for the benefit of the Holders, may benefit from any such existing agreements that remain in effect in support of the Six 2025 Notes while such Six 2025 Notes remain outstanding.

Post-Closing Collateral. (a) Within 90 days of the Issue Date (or such longer period as the Notes Collateral Agent may agree in its reasonable discretion), the Co-The Issuers and the Guarantors shall execute use reasonable best efforts to perfect on the date of this Indenture the security interests in the Collateral for the benefit of the holders of the Notes. To the extent that any such security interest cannot be perfected by the date of this Indenture, the Issuers and deliver a first priority Mortgage the Guarantors shall use reasonable best efforts to have all security interests perfected, to the extent required by the Security Documents and this Section 4.19, promptly following the date of this Indenture, but in any event no later than 180 days thereafter or such longer period deemed reasonably necessary by the Collateral Agent. (subject b) In order to Permitted Liens) create in favor of the Notes Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected security interest in certain Real Estate, Collateral Agent shall have received from each applicable Guarantor: (1) fully executed and notarized Mortgages (the Holders“Mortgages”), covering in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each real estate asset listed in Schedule 1 hereto (each, a “Mortgaged Property”), it being agreed that with respect to any Mortgaged Property located in a jurisdiction that imposes a tax on mortgages or similar interests, the amount secured by the Mortgage shall be limited to the appraised value of the encumbered Mortgaged Property as determined in a manner reasonably satisfactory to the Collateral Agent to minimize such Real Property subject tax; (2) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) (a) in each state where a Guarantor party to a Mortgage as is organized with respect to the due execution, delivery and authorization of the date hereof such Mortgage and (b) in favor of the Administrative Agent for the benefit of the Credit Agreement Secured Parties, each state in form for recording or filing in the recording or filing office of the applicable governmental subdivision where such which a Mortgaged Property is situated, together located with evidence that all filing, documentary, stamp, intangible and mortgage recording taxes, fees, charges, costs and expenses have been paid by the Co-Issuers, (ii) respect to the extent enforceability of the same was previously delivered form(s) of Mortgages to the Administrative Agent be recorded in connection with the Mortgaged Properties in accordance with the Six Credit Agreement (or, if the Merger is consummated, the HoldCo Credit Agreement) provide the Notes such state and such other matters as Collateral Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first priority Lien of the Mortgage upon such Real Property may reasonably request, in an amount equal to the fair market value of such Real Property, together with (A) such endorsements as are reasonable and customary or otherwise as the Notes Collateral Agent shall reasonably request (including, without limitation, a tie-in or cluster endorsement if available) and (B) evidence that all premiums in respect of such policy and all related expenses have been paid by the Co-Issuers, as well as a current or updated ALTA survey (or survey affidavit) thereof, certified to the Notes Collateral Agent and the applicable title insurance company; provided that such survey affidavit, if applicable, is sufficient to cause the title insurance company to issue such mortgagee title insurance policies without any standard survey exceptions and with customary survey related endorsements and (y) any consents or estoppels deemed reasonably necessary or advisable in connection with such Mortgage, each of the foregoing case in form and substance reasonably satisfactory to the Notes Collateral Agent; (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent (provided that the Co-Issuers and the Guarantors shall only be required to deliver a Mortgage with respect to any real property leasehold interests upon receipt of any required landlord consent to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents and estoppels; providedeach Mortgaged Property (each, further, that nothing herein shall require the Co-Issuer or the Guarantors to use commercially reasonably efforts to obtain any landlord consent to the extent that any such landlord consent was previously not obtained after use of commercially reasonable effortsa “Title Policy”), (iii) if requested in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by the Notes Collateral Agenta title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, deliver to the Notes Collateral Agent legal opinions addressed to the Collateral Agent for the benefit of the Holders relating to the matters described above, which opinions shall be each in form and substance, and from counsel, substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to Collateral Agent that such Guarantor has paid to the Notes Collateral Agent, title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (ivincluding mortgage recording and intangible taxes) deliver Flood Certificates payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records; (4) flood certifications with respect to any improved all Mortgaged Property Properties and (v) otherwise take such actions and execute and/or deliver to the Notes Collateral Agent such documents, agreements or instruments as the Notes Collateral Agent shall reasonably require to confirm the validity, perfection and priority evidence of the Liens of any such Mortgage (including, without limitation, any financial data or indemnification instruments required by the title flood insurance company in connection with issuing a mortgagee title and extended coverage insurance policy as described above). (b) None of the Co-Issuers or the Guarantors shall be required to enter into any control agreement or control, lockbox or similar arrangement with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any deposit accountsapplicable regulations of the Board of Governors, securities accounts or commodities accounts; provided that the Notes in form and substance reasonably satisfactory to Collateral Agent; and (5) ALTA surveys of all Mortgaged Properties or no-change affidavits with respect to previously obtained ALTA surveys of all Mortgaged Properties, for in either case sufficient to allow the benefit of the Holders, may benefit from any such existing agreements that remain title company to provide customary survey coverage in effect in support of the Six 2025 Notes while such Six 2025 Notes remain outstandingeach Title Policy.

Post-Closing Collateral. Borrowers shall, and shall cause each other Obligor to, as promptly as reasonably practicable, but in no event later than the number of days after the Closing Date applicable to each clause set forth below as any such period may be extended by the Collateral Agent (such extensions not to be unreasonably withheld, delayed or conditioned), provide the items or perform the actions listed below (the assets subject to the below requirements, collectively, the “Post-Closing Collateral” and the time periods relating thereto, the “Post-Closing Collateral Period”): (a) Within [reserved]; (b) within 90 days following the Closing Date the Obligors shall use commercially reasonable efforts to (i) transfer all leased Real Estate (other than the Borrower’s principal office) and all owned Real Estate not secured by a Mortgage (and in any event shall transfer owned Real Estate accounting for at least 90% of the aggregate net book value of all applicable Real Estate) to the SPV; provided that such commercially reasonable efforts shall not require the Obligors to pay consent or similar fees to counterparties to leases or other contracts in order to effect such transfers, and (ii) grant to the Administrative Agent a perfected security interest in the equity interests in the SPV; (c) the Obligors shall use commercially reasonable efforts to create a perfected Lien in favor of the Administrative Agent on each Vehicle that does not constitute Excluded Property that is not currently subject to a perfected security interest in favor of the Administrative Agent within 360 days following the Closing Date; (d) other than as provided in Sections 7.3.3(a) through (c), the Obligors shall not be required to provide any leasehold mortgages or any Related Real Estate Documents with respect to any Mortgaged Property; and (e) within 30 days of the Issue Closing Date (or such longer period as the Notes Collateral Administrative Agent may agree in its reasonable discretion), the Co-Issuers and the Guarantors Obligors shall execute and deliver a first priority Mortgage (subject Securities Account Control Agreement with respect to Permitted Liens) in favor of the Notes Collateral AgentAccount no. xxxxxx01 maintained at ▇▇▇▇▇ Fargo Securities, for the benefit of the HoldersLLC signed by ▇▇▇▇▇ Fargo Securities, covering such Real Property subject to a Mortgage as of the date hereof in favor of the Administrative Agent for the benefit of the Credit Agreement Secured PartiesLLC, in the form for recording previously agreed to or filing in the recording or filing office of the applicable governmental subdivision where such Mortgaged Property is situated, together with evidence that all filing, documentary, stamp, intangible and mortgage recording taxes, fees, charges, costs and expenses have been paid by the Co-Issuers, (ii) to the extent the same was previously delivered to the Administrative Agent in connection with the Mortgaged Properties in accordance with the Six Credit Agreement (or, if the Merger is consummated, the HoldCo Credit Agreement) provide the Notes Collateral Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first priority Lien of the Mortgage upon such Real Property in an amount equal to the fair market value of such Real Property, together with (A) such endorsements as are reasonable and customary or otherwise as the Notes Collateral Agent shall reasonably request (including, without limitation, a tie-in or cluster endorsement if available) and (B) evidence that all premiums in respect of such policy and all related expenses have been paid by the Co-Issuers, as well as a current or updated ALTA survey (or survey affidavit) thereof, certified to the Notes Collateral Agent and the applicable title insurance company; provided that such survey affidavit, if applicable, is sufficient to cause the title insurance company to issue such mortgagee title insurance policies without any standard survey exceptions and with customary survey related endorsements and (y) any consents or estoppels deemed reasonably necessary or advisable in connection with such Mortgage, each of the foregoing in other form and substance reasonably satisfactory to the Notes Collateral Agent (provided that the Co-Issuers and the Guarantors shall only be required to deliver a Mortgage with respect to any real property leasehold interests upon receipt of any required landlord consent to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents and estoppels; provided, further, that nothing herein shall require the Co-Issuer or the Guarantors to use commercially reasonably efforts to obtain any landlord consent to the extent that any such landlord consent was previously not obtained after use of commercially reasonable efforts), (iii) if requested by the Notes Collateral Administrative Agent, deliver to the Notes Collateral Agent legal opinions addressed to the Collateral Agent for the benefit of the Holders relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent, (iv) deliver Flood Certificates with respect to any improved Mortgaged Property and (v) otherwise take such actions and execute and/or deliver to the Notes Collateral Agent such documents, agreements or instruments as the Notes Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Liens of any such Mortgage (including, without limitation, any financial data or indemnification instruments required by the title insurance company in connection with issuing a mortgagee title and extended coverage insurance policy as described above). (b) None of the Co-Issuers or the Guarantors shall be required to enter into any control agreement or control, lockbox or similar arrangement with respect to any deposit accounts, securities accounts or commodities accounts; provided that the Notes Collateral Agent, for the benefit of the Holders, may benefit from any such existing agreements that remain in effect in support of the Six 2025 Notes while such Six 2025 Notes remain outstanding.

Post-Closing Collateral. The Company shall provide or cause to be provided: (a) Within 90 within 45 days of after the Issue Date (or Original Closing Date, such longer period surveys and title insurance as may be reasonably requested by the Notes Collateral Administrative Agent may agree in its reasonable discretion), the Co-Issuers and the Guarantors shall execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Notes Collateral Agent, for the benefit of the Holders, covering such Real Property subject to the Mortgages; (b) within 45 days after receipt of written request of the Administrative Agent made no earlier than six months after the Original Closing Date, a Mortgage granting an Acceptable Security Interest in any of the real estate of the Company and its Subsidiaries held for sale on the Original Closing Date that has not been sold as of the date hereof of the Company's receipt of such notice and such surveys and title insurance for such real estate as the Administrative Agent may reasonably request; (c) within 30 days after the Original Closing Date, (i) a Guaranty executed by the Company and the Guaranties described in favor Part II of Schedule 3.01(a)(iv) duly executed by the Guarantors party thereto, (ii) Pledge Agreements duly executed by the pledgors party thereto, pledging all of the equity interests held by the Company and its Subsidiaries in the Company's Material Domestic Subsidiaries not pledged as of the Original Closing Date and 66% of the equity interests held by the Company and its Subsidiaries in the Company's Material Foreign Subsidiaries, in each case together with stock certificates, stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements, on instruments necessary to create an Acceptable Security Interest in such equity interests; (iii) Security Agreements duly executed by the Company and Pipelines, Incorporated granting to the Administrative Agent for the benefit of the Credit Agreement Secured PartiesLenders a Lien in substantially all of the personal property of such Persons (other than personal property not subject to the Uniform Commercial Code ("UCC") and the MARAD Collateral) to secure the Obligations, in form for recording each case together with UCC-1 financing statements and any other documents, agreements, instruments or filing actions necessary at any time hereafter to create an Acceptable Security Interest in such pledged collateral, including any action required to comply with the recording or filing office Revised Article 9 of the applicable governmental subdivision where such Mortgaged Property is situatedUCC, together with evidence that all filing, documentary, stamp, intangible (iv) the Vessel Mortgages executed by each of the Company and mortgage recording taxes, fees, charges, costs and expenses have been paid each of its Subsidiaries which owns a Vessel listed on Schedule 5.13 duly executed by the Co-Issuersparties thereto, (ii) to the extent the same was previously delivered granting a Lien to the Administrative Agent in connection with the Mortgaged Properties in accordance with the Six Credit Agreement (or, if the Merger is consummated, the HoldCo Credit Agreement) provide the Notes Collateral Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first priority Lien of the Mortgage upon such Real Property in an amount equal to the fair market value of such Real Property, together with (A) such endorsements as are reasonable and customary or otherwise as the Notes Collateral Agent shall reasonably request (including, without limitation, a tie-in or cluster endorsement if available) and (B) evidence that all premiums in respect of such policy and all related expenses have been paid by the Co-Issuers, as well as a current or updated ALTA survey (or survey affidavit) thereof, certified to the Notes Collateral Agent and the applicable title insurance company; provided that such survey affidavit, if applicable, is sufficient to cause the title insurance company to issue such mortgagee title insurance policies without any standard survey exceptions and with customary survey related endorsements and (y) any consents or estoppels deemed reasonably necessary or advisable in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Notes Collateral Agent (provided that the Co-Issuers and the Guarantors shall only be required to deliver a Mortgage with respect to any real property leasehold interests upon receipt of any required landlord consent to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents and estoppels; provided, further, that nothing herein shall require the Co-Issuer or the Guarantors to use commercially reasonably efforts to obtain any landlord consent to the extent that any such landlord consent was previously not obtained after use of commercially reasonable efforts), (iii) if requested by the Notes Collateral Agent, deliver to the Notes Collateral Agent legal opinions addressed to the Collateral Agent for the benefit of the Holders relating Lenders in such Vessels listed on Schedule 5.13 (which Schedule does not list the MARAD Vessels and the ▇▇▇▇▇▇ Vessels) to secure the matters described aboveObligations, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent, (iv) deliver Flood Certificates each case together with respect to any improved Mortgaged Property and (v) otherwise take such actions and execute and/or deliver to the Notes Collateral Agent such other documents, agreements or instruments as necessary to create an Acceptable Security Interest in such Vessels and the Notes Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Liens of any such revenues therefrom (other than MARAD Collateral); (v) a Mortgage (including, without limitation, any financial data or indemnification instruments required executed by the title insurance company in connection with issuing Company granting a mortgagee title and extended coverage insurance policy as described above). (b) None of Lien to the Co-Issuers or the Guarantors shall be required to enter into any control agreement or control, lockbox or similar arrangement with respect to any deposit accounts, securities accounts or commodities accounts; provided that the Notes Collateral Agent, Administrative Agent for the benefit of the HoldersLenders in the real estate listed on the attached Schedule 5.13 to secure the Obligations; and (vi) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. and, if applicable, of local counsel reasonably satisfactory to the Administrative Agent covering such items as the Administrative Agent may benefit from reasonably request for New York, Texas, Louisiana, Mexico, Vanuatu, and the Cayman Islands, and any such existing agreements that remain other jurisdiction in effect which a Material Subsidiary is located or a material amount, as determined by the Administrative Agent in support its reasonable discretion, of the Six 2025 Notes while Collateral is located; and (d) within 30 days after the repayment of the Debt secured by the ▇▇▇▇▇▇ Vessels, a Vessel Mortgage granting the Administrative Agent an Acceptable Security Interest in such Six 2025 Notes remain outstandingVessels.

Post-Closing Collateral. The Company shall provide or cause to be provided: (a) Within 90 within 45 days of after the Issue Date (or Closing Date, such longer period surveys and title insurance as may be reasonably requested by the Notes Collateral Administrative Agent may agree in its reasonable discretion), the Co-Issuers and the Guarantors shall execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Notes Collateral Agent, for the benefit of the Holders, covering such Real Property subject to the Mortgages; (b) within 45 days after receipt of written request of the Administrative Agent made no earlier than six months after the Closing Date, a Mortgage granting an Acceptable Security Interest in any of the real estate of the Company and its Subsidiaries held for sale on the Closing Date that has not been sold as of the date hereof of the Company's receipt of such notice and such surveys and title insurance for such real estate as the Administrative Agent may reasonably request; (c) within 30 days after the Closing Date, (i) a Guaranty executed by the Company and the Guaranties described in favor Part II of Schedule 3.01(a)(iv) duly executed by the Guarantors party thereto, (ii) Pledge Agreements duly executed by the pledgors party thereto, pledging all of the equity interests held by the Company and its Subsidiaries in the Company's Material Domestic Subsidiaries not pledged as of the Closing Date and 66% of the equity interests held by the Company and its Subsidiaries in the Company's Material Foreign Subsidiaries, in each case together with stock certificates, stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements, on instruments necessary to create an Acceptable Security Interest in such equity interests; (iii) Security Agreements duly executed by the Company and Pipelines, Incorporated granting to the Administrative Agent for the benefit of the Credit Agreement Secured PartiesLenders a Lien in substantially all of the personal property of such Persons (other than personal property not subject to the Uniform Commercial Code and the MARAD Collateral) to secure the Obligations, in form for recording each case together with UCC-1 financing statements and any other documents, agreements, or filing instruments necessary to create an Acceptable Security Interest in such pledged collateral, (iv) the recording or filing office Vessel Mortgages executed by each of the applicable governmental subdivision where such Mortgaged Property is situated, together with evidence that all filing, documentary, stamp, intangible Company and mortgage recording taxes, fees, charges, costs and expenses have been paid each of its Subsidiaries which owns a Vessel listed on Schedule 5.13 duly executed by the Co-Issuersparties thereto, (ii) to the extent the same was previously delivered granting a Lien to the Administrative Agent in connection with the Mortgaged Properties in accordance with the Six Credit Agreement (or, if the Merger is consummated, the HoldCo Credit Agreement) provide the Notes Collateral Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first priority Lien of the Mortgage upon such Real Property in an amount equal to the fair market value of such Real Property, together with (A) such endorsements as are reasonable and customary or otherwise as the Notes Collateral Agent shall reasonably request (including, without limitation, a tie-in or cluster endorsement if available) and (B) evidence that all premiums in respect of such policy and all related expenses have been paid by the Co-Issuers, as well as a current or updated ALTA survey (or survey affidavit) thereof, certified to the Notes Collateral Agent and the applicable title insurance company; provided that such survey affidavit, if applicable, is sufficient to cause the title insurance company to issue such mortgagee title insurance policies without any standard survey exceptions and with customary survey related endorsements and (y) any consents or estoppels deemed reasonably necessary or advisable in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Notes Collateral Agent (provided that the Co-Issuers and the Guarantors shall only be required to deliver a Mortgage with respect to any real property leasehold interests upon receipt of any required landlord consent to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents and estoppels; provided, further, that nothing herein shall require the Co-Issuer or the Guarantors to use commercially reasonably efforts to obtain any landlord consent to the extent that any such landlord consent was previously not obtained after use of commercially reasonable efforts), (iii) if requested by the Notes Collateral Agent, deliver to the Notes Collateral Agent legal opinions addressed to the Collateral Agent for the benefit of the Holders relating Lenders in such Vessels listed on Schedule 5.13 (which Schedule does not list the MARAD Vessels and the ▇▇▇▇▇▇ Vessels) to secure the matters described aboveObligations, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent, (iv) deliver Flood Certificates each case together with respect to any improved Mortgaged Property and (v) otherwise take such actions and execute and/or deliver to the Notes Collateral Agent such other documents, agreements or instruments as necessary to create an Acceptable Security Interest in such Vessels and the Notes Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Liens of any such revenues therefrom (other than MARAD Collateral); (v) a Mortgage (including, without limitation, any financial data or indemnification instruments required executed by the title insurance company in connection with issuing Company granting a mortgagee title and extended coverage insurance policy as described above). (b) None of Lien to the Co-Issuers or the Guarantors shall be required to enter into any control agreement or control, lockbox or similar arrangement with respect to any deposit accounts, securities accounts or commodities accounts; provided that the Notes Collateral Agent, Administrative Agent for the benefit of the HoldersLenders in the real estate listed on the attached Schedule 5.13 to secure the Obligations; and (vi) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. and, if applicable, of local counsel reasonably satisfactory to the Administrative Agent covering such items as the Administrative Agent may benefit from reasonably request for New York, Texas, Louisiana, Mexico, Vanuatu, and the Cayman Islands, and any such existing agreements that remain other jurisdiction in effect which a Material Subsidiary is located or a material amount, as determined by the Administrative Agent in support its reasonable discretion, of the Six 2025 Notes while Collateral is located; and (d) within 30 days after the repayment of the Debt secured by the ▇▇▇▇▇▇ Vessels, a Vessel Mortgage granting the Administrative Agent an Acceptable Security Interest in such Six 2025 Notes remain outstandingVessels.

Post-Closing Collateral. (a) Within 90 On or prior to the date that is 60 days of after the Issue Second Restatement Date (or such longer period later date as may be agreed by the Notes Administrative Agent in its sole discretion), to the extent reasonably necessary to maintain the Lien of the Mortgages on the Real Estate Collateral Properties as security for the Obligations, as determined by the Administrative Agent may agree in its reasonable discretion), the Co-Issuers and the Guarantors Collateral Agent shall execute and deliver a first priority have received such Mortgage amendments (subject to Permitted Liensor new Mortgages) in favor of the Notes Collateral Agent, for the benefit of the Holders, covering such Real Property subject to a Mortgage as of the date hereof in favor of the Administrative Agent for reasonably determines are required under applicable Law to grant, preserve, protect or perfect the benefit Liens created or intended to be created by the Mortgages with respect to the Real Estate Collateral Properties as in effect immediately prior to the Second Restatement Date or the validity or priority of the Credit Agreement Secured Partiesany such Lien, in proper form for recording or filing in the recording or filing office of relevant jurisdictions and in a form reasonably satisfactory to the applicable governmental subdivision where such Mortgaged Property is situated, Administrative Agent; and (i) together with evidence that all filingeach such Mortgage amendment, documentary, stamp, intangible and mortgage recording taxes, fees, charges, costs and expenses the Collateral Agent shall have been paid by the Coreceived an ALTA 11-Issuers, 06 Mortgage Modification endorsement (iior equivalent endorsement under applicable Law) to the extent Title Insurance Policy for such amended Mortgage and an opinion or opinions of counsel admitted to practice under the same was previously delivered to laws of the Administrative Agent State in connection which the Real Estate Collateral Property for the amended Mortgage is located, regarding the Mortgages and the Mortgage amendments in that State, and a due execution, delivery, and authority opinion (consistent with the Mortgaged Properties requirements of Section 4.01(d), in accordance with the Six Credit Agreement (or, if the Merger is consummated, the HoldCo Credit Agreement) provide the Notes Collateral Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first priority Lien of the Mortgage upon such Real Property in an amount equal to the fair market value of such Real Property, together with (A) such endorsements as are reasonable and customary or otherwise as the Notes Collateral Agent shall reasonably request (including, without limitation, a tie-in or cluster endorsement if available) and (B) evidence that all premiums in respect of such policy and all related expenses have been paid by the Co-Issuers, as well as a current or updated ALTA survey (or survey affidavit) thereof, certified to the Notes Collateral Agent and the applicable title insurance company; provided that such survey affidavit, if applicable, is sufficient to cause the title insurance company to issue such mortgagee title insurance policies without any standard survey exceptions and with customary survey related endorsements and (y) any consents or estoppels deemed reasonably necessary or advisable in connection with such Mortgage, each of the foregoing case in form and substance reasonably satisfactory acceptable to the Notes Administrative Agent; and (ii) together with any such new Mortgage, the Collateral Agent (provided that the Co-Issuers and the Guarantors shall only be required to deliver a Mortgage have received with respect to any real property leasehold interests upon receipt of any thereto the items required landlord consent to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents and estoppels; provided, further, that nothing herein shall require the Co-Issuer or the Guarantors to use commercially reasonably efforts to obtain any landlord consent to the extent that any such landlord consent was previously not obtained after use of commercially reasonable effortsby subparts (a)(ii), (iiia)(iii), (a)(v)(x), (a)(v)(y), (a)(viii), (b), (d) if requested by the Notes Collateral Agent, deliver to the Notes Collateral Agent legal opinions addressed to the Collateral Agent for the benefit and (e) of the Holders relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes definition of “Term Loan Priority Collateral Agent, (iv) deliver Flood Certificates with respect to any improved Mortgaged Property and (v) otherwise take such actions and execute and/or deliver to the Notes Collateral Agent such documents, agreements or instruments as the Notes Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Liens of any such Mortgage (including, without limitation, any financial data or indemnification instruments required by the title insurance company in connection with issuing a mortgagee title and extended coverage insurance policy as described above)Requirements”. (b) None After the Closing Date, the Borrower may substitute one or more fee-owned or ground leasehold interests in Real Estate (and the Equipment located thereon) for any Term Loan Priority Collateral on the Applicable Collateral List subject to the satisfaction of the Co-Issuers or the Guarantors shall be required to enter into any control agreement or control, lockbox or similar arrangement with respect to any deposit accounts, securities accounts or commodities accounts; provided that the Notes Collateral Agent, for the benefit of the Holders, may benefit from any such existing agreements that remain terms and conditions set forth in effect in support of the Six 2025 Notes while such Six 2025 Notes remain outstandingSection 9.21.

Post-Closing Collateral. (a) Within 90 The Company and applicable Guarantors shall deliver to the Collateral Trustee, as promptly as practical but in no event later than one hundred eighty (180) days of after the Issue Date or as soon as practicable thereafter using commercially reasonable efforts, the following: (1) Executed counterparts of one or more Mortgages on the Material Real Property duly executed and acknowledged by the Company or such Guarantor, and otherwise in form for recording in the recording office of each applicable political subdivision where each Premises is situated, together with such certificates, affidavits, questionnaires or returns as shall be reasonably required in connection with the recording or filing thereof and evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such longer period as the Notes Collateral Agent may agree Mortgage (and payment of any taxes or fees in its reasonable discretionconnection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected first priority Lien subject only to Permitted Liens, against Premises purported to be covered thereby; (2) mortgagee’s title insurance policies (or a binding pro forma title insurance policy on marked up unconditional binder of title insurance) in favor of the Co-Issuers Collateral Trustee, and its successors and/or assigns, in the form necessary, with respect to the Premises purported to be covered by the applicable Mortgages, which shall insure that the interests created by the Mortgages constitute valid Liens on the applicable Premises, free and clear of all Liens, defects and encumbrances, other than Permitted Liens. All such title policies to be in amounts equal to the estimated fair market value of the Premises covered thereby, and such policies shall also include, to the extent available, all such endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Company or the applicable Guarantor of all premiums thereon (or that satisfactory arrangements for such payment have been made) and that all charges for mortgage recording taxes, filing and recording fees and all related expenses, if any, have been paid; (3) (i) customary local counsel opinions regarding the enforceability and perfection of the Mortgages and (ii) customary opinions of counsel in the jurisdiction of organization of the owner of the applicable Premises regarding due authorization, execution and delivery of the Mortgages; (4) an ALTA survey or other survey of the sites of the Premises (and the Guarantors title insurance company issuing the policy referred to in clause (2) above (the “Title Insurance Company”) shall execute have received the same) certified to the Collateral Trustee and deliver the Title Insurance Company in a manner customary for the type of real property subject to such survey, dated as of a date that is reasonably satisfactory to the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Title Insurance Company, or in lieu thereof, existing surveys, together with any affidavits on certificates required by the Title Insurance Company as shall be sufficient to enable the Title Insurance Company to remove any standard survey exceptions from the applicable title insurance policy and issue customary survey-dependent endorsements to the applicable title insurance policy; (5) an Officer’s Certificate from the Company certifying that the above requirements have been satisfied and the Company is in compliance with such provisions; and (6) such other evidence that all other actions that are reasonably necessary in order to create a valid first priority Mortgage lien (subject to Permitted Liens) in favor of the Notes Collateral Agent, for the benefit of the Holders, covering on such Material Real Property subject to a Mortgage as of the date hereof in favor of the Administrative Agent for the benefit of the Credit Agreement Secured Parties, in form for recording or filing in the recording or filing office of the applicable governmental subdivision where such Mortgaged Property is situated, together with evidence that all filing, documentary, stamp, intangible and mortgage recording taxes, fees, charges, costs and expenses have been paid by the Co-Issuers, (ii) to the extent the same was previously delivered to the Administrative Agent in connection with the Mortgaged Properties in accordance with the Six Credit Agreement (or, if the Merger is consummated, the HoldCo Credit Agreement) provide the Notes Collateral Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first priority Lien of the Mortgage upon such Real Property in an amount equal to the fair market value of such Real Property, together with (A) such endorsements as are reasonable and customary or otherwise as the Notes Collateral Agent shall reasonably request (including, without limitation, a tie-in or cluster endorsement if available) and (B) evidence that all premiums in respect of such policy and all related expenses have been paid by the Co-Issuers, as well as a current or updated ALTA survey (or survey affidavit) thereof, certified to the Notes Collateral Agent and the applicable title insurance company; provided that such survey affidavit, if applicable, is sufficient to cause the title insurance company to issue such mortgagee title insurance policies without any standard survey exceptions and with customary survey related endorsements and (y) any consents or estoppels deemed reasonably necessary or advisable in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Notes Collateral Agent (provided that the Co-Issuers and the Guarantors shall only be required to deliver a Mortgage with respect to any real property leasehold interests upon receipt of any required landlord consent to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents and estoppels; provided, further, that nothing herein shall require the Co-Issuer or the Guarantors to use commercially reasonably efforts to obtain any landlord consent to the extent that any such landlord consent was previously not obtained after use of commercially reasonable efforts), (iii) if requested by the Notes Collateral Agent, deliver to the Notes Collateral Agent legal opinions addressed to the Collateral Agent for the benefit of the Holders relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent, (iv) deliver Flood Certificates with respect to any improved Mortgaged Property and (v) otherwise take such actions and execute and/or deliver to the Notes Collateral Agent such documents, agreements or instruments as the Notes Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Liens of any such Mortgage (including, without limitation, any financial data or indemnification instruments required by the title insurance company in connection with issuing a mortgagee title and extended coverage insurance policy as described above)taken. (b) None of the Co-Issuers or the The Company and applicable Guarantors shall be required deliver to enter into any control agreement the Collateral Trustee, as promptly as practical but in no event later than one-hundred-eighty (180) days after the Issue Date, or controlas soon as practicable thereafter using commercially reasonable efforts, lockbox or similar arrangement with respect to any deposit accounts, securities accounts or commodities accounts; provided that the Notes Collateral Agent, for the benefit of the Holders, may benefit from any such existing agreements that remain in effect in support of the Six 2025 Notes while such Six 2025 Notes remain outstanding.following: