Common use of Additional Collateral; Additional Guarantors Clause in Contracts

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.18, with respect to any personal property acquired after the Closing Date by any Credit Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent. The Borrowers shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.18, upon the formation, acquisition or re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent), within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and (2) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agent, and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, and (B) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, that, with respect to (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon the acquisition of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), furnish to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to such Material Property.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.18, with With respect to any personal property Specified Personal Property acquired after the Closing Date as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly following such acquisition (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Agreement, Lux Security Agreements or Mortgages or such other documents as the Administrative Agent reasonably requests to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien in such Property, (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected second priority Lien in such Property, subject to Permitted Liens, including without limitation, the filing of UCC financing statements (or equivalent documentation) in such jurisdictions as may be required by the Security Agreement, any Lux Security Agreement or by Law or as may be requested by the Administrative Agent and the recording of such amendment or supplement with the United States Coast Guard, if applicable, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) if the Borrower or any Subsidiary Guarantor grants a lien on any assets to secure any Secured Credit Facilities Indebtedness, the Borrower or the applicable Subsidiary Guarantor shall be required to provide a perfected second-priority security interest in such assets, subject only to Permitted Liens, to secure the Obligations and (ii) if the Borrower or any Subsidiary Guarantor grants a lien on any assets to secure any Other Second-Lien Obligations, the Borrower or the applicable Subsidiary Guarantor shall be required to provide a perfected second-priority security interest in such assets, pari passu with such Other Second-Lien Obligations, subject only to Permitted Liens, to secure the Obligations. (b) With respect to any new Material Subsidiary (other than (i) an Excluded Subsidiary or (ii) a Project Finance Subsidiary) directly or indirectly created or acquired after the Closing Date by the Borrower or any Credit Party other Loan Parties (which, for the purposes of this paragraph, shall include (1) any existing Material Subsidiary that constitutes “Collateral” ceases to be an Excluded Subsidiary or a Project Finance Subsidiary, (2) any existing Subsidiary (that is not an Excluded Subsidiary or a Project Finance Subsidiary) that ceases to be an Immaterial Subsidiary or otherwise becomes a Material Subsidiary and (3) any Subsidiary that guarantees or becomes an obligor under any Indebtedness of the Security Documents Borrower or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunderGuarantor), but promptly (and in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof30 days, or such longer period as the Administrative Agent may approve in each case in its sole discretion agree) following such creation, acquisition or the guaranteeing of any such Indebtedness, (i) cause such Subsidiary (A) to become a party to the Guaranty and the Security Agreement (or enter into other similar documents in form and substance satisfactory to the Administrative Agent), (B) in the case of any such Subsidiary owning a Specified Barge Rig, to execute and deliver a new Mortgage or an amendment to the Administrative Agent any existing Mortgage to include as covering such Specified Barge Rig, and the Collateral Agent (C) to take such amendments actions necessary or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary advisable to grant to the Collateral Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a perfected second priority Lien under in the Collateral described in the Security Agreement (or other similar document referred to in (i)(A) above) or the applicable U.S. state and federal law on Mortgage (or amendment to an existing Mortgage), as the case may be, with respect to such Collateral Subsidiary (subject to no Liens other than Permitted Liens), and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal lawincluding, including without limitation, the filing of UCC financing statements (or equivalent documentation) in such U.S. jurisdictions as may be reasonably requested required by the Administrative Agent. The Borrowers shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.18, upon the formation, acquisition or re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent), within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement (or other applicable Security Document together with instruments of transfer executed and delivered similar document referred to in blank (i)(A) above) or by a duly authorized officer of such Credit Party law or Additional Guarantor, as applicable; and (2) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agent, and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, and (B) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or and the Collateral Agent; provided, that, with respect to (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests recording of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in Mortgage or amendment to a Mortgage with the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit PartyUnited States Coast Guard, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco applicable, and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and if reasonably determined requested by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement deliver to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”)substance, and (z) no deposit account control agreementsfrom counsel, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required reasonably satisfactory to be entered intothe Administrative Agent. (c) Upon If, as of the acquisition end of any new Material Property: Measurement Period, Immaterial Subsidiaries collectively (1i) within fifteen generated more than 5.0% of Consolidated EBITDA for the Measurement Period most recently ended for which financial statements of the Borrower and its Subsidiaries are available or (15ii) Business Days after such acquisition (as such period may be extended by own assets that have an aggregate fair market value equal to or greater than 5.0% of Consolidated Tangible Assets of the Administrative Agent Borrower and its Subsidiaries, then in its sole discretion), furnish to each case the Collateral Agent a description Borrower shall cause one or more of such Material Property in detail reasonably satisfactory Immaterial Subsidiaries to execute a joinder agreement (or agreements) such that after giving effect thereto, (A) all such remaining Immaterial Subsidiaries that are not Loan Parties generated less than 5.0% of Consolidated EBITDA for such Measurement Period and (B) the Collateral Agent; and (2) within ninety (90) days after total assets owned by all such acquisition (as such period may be extended by remaining Immaterial Subsidiaries that are not Loan Parties will have an aggregate fair market value of less than 5.0% of the Administrative Agent in Consolidated Tangible Assets of the Borrower and its sole discretion), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to such Material PropertySubsidiaries.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.183.18, Section 4.01(k), Section 5.11 and Section 5.15, with respect to any personal property created or acquired after the Closing Date by any Credit Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion discretion, (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents documents, including, without limitation, customary legal opinions as the Administrative Agent or the Collateral Agent shall reasonably deem reasonably necessary to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrowers Borrower and the other Credit Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.185.15, upon the formationformation or acquisition of, acquisition or the re-designation of an Unrestricted Subsidiary as as, a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition or otherwise merged out of existence or dissolved within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower AgentBorrower), within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers Borrower shall: (1i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes constitute Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document and not previously so delivered, together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and (2ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower(including, at Borrower Agent’s election upon delivery of without limitation, (1) all documentation and other information with respect to such new Restricted Subsidiary required by regulatory authorities under applicable customary “know your customer” information and anti-money laundering rules and regulations, including without limitation the Patriot Act, and (2) customary secretary’s certificates with respect to each new Restricted Subsidiary attaching such documents as may be reasonably requested were delivered by the Administrative Agent, original Subsidiary Guarantors on the Closing Date) and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, and (B) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state and local law to the extent required by such agreements in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, that, with respect to provided that (x) no pledge of Excluded Equity Interests shall be required and (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” (except with respect to Equity Interests and certain debt instruments) shall be required to be taken. For the avoidance of doubt, the Credit Parties shall be under no obligation to deliver any leasehold mortgages, landlord waivers or collateral access agreements shall be required with respect to be entered intoReal Property. (c) Upon the acquisition of any new Material Property: (1i) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), the applicable Credit Party shall furnish to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2ii) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, applicable Credit Party shall grant to the Collateral Agent with respect to a security interest in such Material PropertyProperty and deliver a mortgage, deed of trust or deed to secure debt in a form reasonably satisfactory to the Collateral Agent (a “Mortgage”) as additional security for the Obligations (which, if reasonably requested by the Administrative Agent, shall be accompanied by a customary legal opinion) and deliver to the Administrative Agent, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination, together with a notice executed by such Credit Party about special flood hazard area status, if applicable, in respect of such Mortgage.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.183.18, Section 4.01(l) and Section 5.15, with respect to any personal property acquired after the Closing Date by any Credit Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) 60 days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion discretion, (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably deem reasonably necessary to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law (or, solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary) on such Collateral subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal lawlaw (or, including solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary), including, in the case of Domestic Subsidiaries that are Guarantors, the filing of financing statements and intellectual property security agreements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrowers Borrower and the other Credit Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law (or, solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary) governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.185.15, upon the formationformation or acquisition of, acquisition or the re-designation of an Unrestricted Subsidiary as as, a Restricted Subsidiary or of any new direct or indirect that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition Acquisition, or otherwise merged out of existence or dissolved, within sixty (60) 60 days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or ), upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or upon Borrower’s determination (in its sole discretion) that an Excluded Subsidiary shall be joined as reasonably determined by the Borrower Agent)a Guarantor, within sixty (60) 60 days after such formation, acquisition, designation designation, determination or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers Borrower shall: (1i) if such Subsidiary is a Wholly-Owned Restricted Subsidiary of a Domestic Subsidiary that is a Credit Party or of a Foreign Subsidiary that is a Credit Party and in whose jurisdiction of organization the following is customary in similar financing transactions, deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes constitute Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document and not previously so delivered, together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable, and all other Collateral that is required to be delivered pursuant to the Security Agreements or other applicable Security Document and not previously so delivered; and (2ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute and deliver a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or or, to the extent the Borrower elects to join such Subsidiary as a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agentin compliance with Section 2.24 hereof, and (if such subsidiary is a Domestic Subsidiary) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, or (if such Subsidiary is a Foreign Subsidiary that is an Excluded Subsidiary the Borrower elects in its sole discretion to join as a Guarantor) such security documentation as may be customary in its jurisdiction of organization, as reasonably agreed between the Borrower and the Administrative Agent and (iii) (B) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security DocumentsDocuments and, as applicable, the Agreed Security Principles) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law (or, solely with respect to any Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Foreign Subsidiary) to the extent required by such agreements in accordance with all applicable U.S. Requirements of Law, (or, solely with respect to any Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Foreign Subsidiary), including (in the case of a Domestic Subsidiary that is not a Guarantor) the filing of financing statements and intellectual property security agreements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, provided that, with respect to (y) any no pledge of any Excluded Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”)required, and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” (except with respect to Equity Interests and certain debt instruments), mortgage, deed of trust, deed to secure debt, leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon into under the acquisition laws of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (jurisdiction. Notwithstanding anything to the contrary, in the event that the Borrower shall at any time desire to join a Foreign Subsidiary that is an Excluded Subsidiary as such period may be extended by a Guarantor, the Borrower and the Administrative Agent shall reasonably negotiate in good faith to amend this Agreement to subject guarantee and collateral requirements vis a vis any such Foreign Subsidiary that is an Excluded Subsidiary that Borrower elects (in its sole discretion) to join as a Guarantor, to “agreed security principles” that are customary for the jurisdiction of organization of such Foreign Subsidiary for facilities similar to those provided for in this Credit Agreement (the “Agreed Security Principles”), furnish to and all guarantee and collateral requirements hereunder and under the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion)other Loan Documents shall, deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to such Material PropertyForeign Subsidiary Guarantor, be subject in all cases to such Agreed Security Principles.

Additional Collateral; Additional Guarantors. Subject in all respects to the definition of Excluded Properties and Excluded Perfections: (a) Subject to this Section 5.10 and prior to the terms of the Security Documents and Section 5.18Investment Grade Date, with respect to any personal property acquired after the Closing Effective Date by any Credit Loan Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens Lien created by any of the Security Document Documents but is not so subject to a Lien thereundersubject, but promptly (and in any event subject to the terms, conditions and limitations thereunder, within sixty (60) 30 days after the acquisition thereof, or such longer period as subject to extension in the Administrative Agent may approve in each case in its sole discretion of the Collateral Agent) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a First Priority Lien under applicable U.S. state and federal law on such Collateral property subject to no Liens other than Permitted Collateral Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal lawLaws, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent. The Borrowers Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on against such after-acquired Collateralproperties. (b) Subject With respect to any person that becomes a Restricted Subsidiary after the terms Effective Date or with respect to any Joint Venture equity interest created or acquired by the Borrower or any Restricted Subsidiary after the Effective Date, Borrower’s or such Restricted Subsidiary’s equity ownership interest in such Restricted Subsidiary or Joint Venture shall be pledged as provided in Section 5.1 of the Security Documents Agreement, promptly (and Section 5.18, upon the formation, acquisition or re-designation of an Unrestricted Subsidiary as in any event within 30 days after such person becomes a Restricted Subsidiary or a Joint Venture, subject to extension in the sole discretion of any new direct or indirect Wholly Owned Restricted Subsidiary the Collateral Agent) (other than any Excluded Subsidiaryi) after prior to the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent)Investment Grade Date, within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and or all of the Equity Interests of such Joint Venture that are “certificated securities” (as defined in Article 8 of owned by the UCC)Borrower or a Restricted Subsidiary, together with undated Equity Interest stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Loan Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Loan Party or Additional Guarantor, as applicable; and and (2ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agent, and a joinder agreement to the Security Agreement, substantially in the form annexed theretothereto or, in the case of a Foreign Subsidiary that is a Restricted Subsidiary, execute a security agreement compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or reasonably necessary advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents Agreement to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements agreement in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided. Notwithstanding the foregoing, that, with respect (1) the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (yi) any pledge of this Section 5.10(b) shall not include any Equity Interests owned by such Wholly Owned Restricted of a Foreign Subsidiary created or acquired after the Effective Date and (other than Excluded Subsidiaries2) no Foreign Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.10(b), (i)(A) if, in the case of Equity Interests either clause (1) or (2), doing so would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code, which investment would or could reasonably be expected to trigger a material increase in the net income of a United States shareholder of such Subsidiary pursuant to Section 951 (or a successor provision) of the Code; provided that this exception shall not apply to (A) Voting Stock of any Restricted Subsidiary which is a first-tier Foreign controlled foreign corporation (as defined in Section 957(a) of the Code) representing 65% of the total voting power of all outstanding Voting Stock of such Restricted Subsidiary that is a CFC, such pledge shall be limited to and (B) 100% of the non-voting Equity Interests not constituting Voting Stock of any such Restricted Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 5.10(b). (if anyc) and 65% Prior to the Investment Grade Date, promptly grant to the Collateral Agent, within 60 days (subject to extension in the sole discretion of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (BCollateral Agent) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests acquisition thereof, a security interest in and Mortgage on (if anyi) each Real Property owned in fee by such Loan Party acquired by such Loan Party after the Effective Date and 65% that, together with any improvements thereon, individually has a fair market value of the voting Equity Interests of such U.S. Foreign Holdco at least $35.0 million, and (ii) unless the Collateral Agent otherwise consents, each leased Real Property of such pledge shall not include Loan Party which lease individually has a fair market value in excess of $35.0 million, in each case, as additional security for the Secured Obligations (A) any Equity Interests in unless the subject property is already mortgaged to a joint venture which cannot be pledged without the consent of third parties after giving effect party to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit form and substance to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or (E) Equity Interests where a pledge therein is prohibited the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or restricted by applicable law new Mortgage against such after-acquired Real Property (including any requirement a local counsel opinion (in form and substance reasonably satisfactory to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Collateral Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”in respect of such Mortgage), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (cd) Upon the acquisition of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), furnish Prior to the Collateral Agent a description of such Material Property in detail reasonably satisfactory Investment Grade Date, promptly grant to the Collateral Agent; and , within 60 days (2) within ninety (90) days after or such acquisition (later date as such period may be extended by the Administrative Agent in its sole discretion), deliver a mortgage and take such other perfection actions requested agreed to by the Collateral Agent in its reasonable sole discretion) of (i) the acquisition of a Pipeline by a Loan Party to the extent that such Pipeline, the Pipeline ROWs for such Pipeline system and the real property that is part of such Pipeline system have an aggregate purchase price which equals or exceeds $25.0 million and (ii) the Commercial Operation Date of a Pipeline to the extent the aggregate capital cost of such Pipeline, the Pipeline ROWs for such Pipeline system and the real property that is part of such Pipeline system have an aggregate capital cost (inclusive of acquisition and capital costs expended prior to the acquisition thereof, if applicable) equal to or exceeding $25 million, a security interest in such Pipeline (to be perfected by a transmitting utility UCC financing statement) and a Mortgage on the Pipeline, the Pipeline ROWs for such Pipeline and all real property that is part of such Pipeline system and that is owned in fee by a Loan Party, in each case, as additional security for the Secured Obligations. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Pipeline (including a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage). (e) Prior to the Investment Grade Date, promptly grant to the Collateral Agent, within 60 days (subject to extension in the sole discretion of the Collateral Agent), a security interest in and Mortgage lien on (i) any Building or Manufactured (Mobile) Home on any Mortgaged Property that individually has a replacement value of at least $25.0 million, as additional security for the Secured Obligations. Such Mortgage shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent. The Mortgage or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgage and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such Building or Manufactured (Mobile) Home (including (i) a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent), (ii) a Life of Loan flood hazard determination with respect to the parcel of real property on which such Material PropertyBuilding or Manufactured (Mobile) Home is located (together with a notice about special flood hazard area status and flood disaster assistance duly executed by Borrower and each Loan Party related thereto) and (iii) in the event such Building or Manufactured (Mobile) Home is located in an area identified by the Federal Emergency Management Agency (or successor agency) as a Special Flood Hazard Area with respect to where flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereinafter in effect or successor act thereto) evidence of flood insurance in form and substance reasonably acceptable to the Administrative Agent and Collateral Agent) in respect of such Mortgage. (f) Notwithstanding anything to the contrary contained in this Agreement, the Security Documents, any Loan Document or any other document executed in connection herewith, on or after Investment Grade Date, all Collateral and the Security Documents shall be released automatically and terminated without any further action. In connection with the foregoing, the Collateral Agent shall, at Borrower’s expense, promptly execute and file in the appropriate location and deliver to Borrower and each such Guarantor or Guarantor’s designee such termination and full or partial release statements or confirmation thereof, as applicable, and do such other things as are necessary to release the liens to be released pursuant hereto promptly upon the effectiveness of any such release.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and this Section 5.185.11, with respect to any personal property Property now owned or acquired after the Closing Restatement Date by any Credit Party the Loan Parties that constitutes “Collateral” under is intended to be or become Collateral subject to the Lien created by any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder(but, but in any event, excluding any Property described in Section 5.11(b)) promptly (and in any event subject to the terms, conditions and limitations thereunder, within sixty (60) 30 days after the acquisition thereof, or such longer period as thereof provided the Administrative Collateral Agent may approve in each case in its sole discretion has provided all joinder agreements to the applicable Security Documents necessary for the Loan Parties to comply herewith): (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary or advisable in its Business Judgment to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral Property subject to no Liens other than Permitted Liens, and (ii) take all commercially reasonable actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal lawRequirements of Law, including including, without limitation, the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative AgentAgent or the Collateral Agent in its Business Judgment. The Borrowers Each Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require request in its Business Judgment to confirm the validity, perfection and priority of the Lien of the Security Documents on against such after-acquired Collateralproperties or assets. (b) Subject With respect to the terms of the Security Documents and Section 5.18, upon the formation, acquisition any Person that is or rebecomes a Wholly-designation of an Unrestricted Subsidiary as a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded SubsidiaryImmaterial Subsidiary or any Foreign Subsidiary that is not a direct Subsidiary of a Loan Party) promptly (and in any event within 30 days after the Closing Date (other than such Person becomes a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger or is no longer an Immaterial Subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent), within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: agree) (1i) deliver to the Collateral Agent the certificates, if any, representing all the Equity Interests of such Subsidiary (provided, that with respect to any first-tier Foreign Subsidiary of any Company organized in a state of the United States, in no event shall more than 66% of the Equity Interests of any Foreign Subsidiary be subject to any Lien or pledged under any Security Document if such Wholly Owned Restricted Subsidiary pledge would have a material adverse tax impact on any Company (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined determined in Article 8 the Reasonable Credit Judgment of the UCCAdministrative Agent)), together with undated Equity Interest stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of such Subsidiary’s parent, as the holder(s) of such Equity Interestscase may be, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and (2ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), other than any Foreign Subsidiary if such pledge would have a material adverse tax impact on any Company (determined in the Reasonable Credit Judgment of the Administrative Agent) to (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agent, and a joinder agreement to the Security Agreement, substantially Agreement in the form annexed theretothereto which is in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all commercially reasonable actions reasonably necessary or advisable in the Reasonable Credit Judgment of the Administrative Agent or the Collateral Agent to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents Agreement to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements agreement in accordance with all applicable U.S. Requirements of Law, including including, without limitation, the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, that, with respect to (y) . If any pledge such new Subsidiary is engaged in the business of any Equity Interests owned by such Wholly Owned Restricted Subsidiary coal production or coal sales (other than Excluded Subsidiariesthe sale of coal for export or home use), (i)(A) in such Joinder Agreement shall provide, among other things, for the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests joinder of such Foreign new Subsidiary as an additional Borrower, and, as appropriate, as an additional Mining Company or Land Company and such pledges shall otherwise be documented under New York law in form and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect substance reasonably satisfactory to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon If at any time any one or more Wholly-Owned Subsidiaries in the acquisition aggregate (other than any Foreign Subsidiary of any new Material Property:Company that is not a “first-tier” Foreign Subsidiary) not otherwise subject to Section 5.11(b) have assets having either a book value or fair market value in excess of $10.0 million, then the Borrowers shall, and shall cause one or more of such Subsidiaries to, comply with Section 5.11(b) within the time frames set forth in such subsection so that no one or more such Subsidiaries in the aggregate hold assets having either a book value or fair market value in excess of $10.0 million. (1d) within fifteen (15) Business Days after such acquisition (as such period may be extended by Notwithstanding any provision of this Section 5.11 to the Administrative Agent in its sole discretioncontrary, Section 5.11(a), furnish (b) and (c) shall not apply to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to such Material Propertyany Insurance Subsidiary.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.185.17, with respect to any personal property (other than owned Real Property, which is covered in Section 5.10(c) below) acquired after the Closing Date by any Credit Loan Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens Lien created by any of the Security Document Documents (but excluding, for the avoidance of doubt, any assets that are Excluded Collateral) but is not so subject to a Lien thereundersubject, but promptly (and in any event subject to the terms, conditions and limitations thereunder, within sixty 30 days (60) days after the acquisition thereof, or such longer period as may be agreed to by the Administrative Agent may approve in each case in its sole discretion Lender Representative) after the acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent Lender Representative shall reasonably deem necessary or the Collateral Agent shall deem reasonably necessary advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, subject to any Permitted Revolving Credit Facility Intercreditor Agreement, a first-priority Lien under applicable U.S. state and federal law on such Collateral property subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal lawRequirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative AgentCollateral Agent or the Lender Representative. The Borrowers Notwithstanding anything to the contrary contained in this Agreement, other than with respect to any Foreign Subsidiary (other than the ▇▇▇▇▇▇▇ German Subsidiaries) that the Borrower has elected, in its sole discretion, to cause to become a Guarantor, in no event shall otherwise any Company be required to take any action in any non-U.S. jurisdiction or under any laws of any non-U.S. jurisdiction to create any security interests (including the execution of any pledge agreements or security agreements governed under the laws of any non-U.S. jurisdiction) in assets located or titled outside of the United States or to perfect or make enforceable any security interests in any such actions assets. (b) Promptly (and execute and/or in any event within 30 days (or such longer period as may be agreed to by the Lender Representative)) after any person (i) becomes a Wholly Owned Domestic Subsidiary of Holdings (other than an Excluded Subsidiary) after the Closing Date, (ii) ceases to be an Excluded Subsidiary after the Closing Date (but remains a Wholly Owned Domestic Subsidiary of Holdings) or (iii) who is an Excluded Subsidiary but with respect to whom the Borrower has elected, in its sole discretion, to cause to become a Guarantor, in each case, (A) deliver to the Collateral Agent (or the administrative or collateral agent under any Permitted Revolving Credit Facility on its non-fiduciary agent or designee behalf pursuant to any the applicable Permitted Revolving Credit Facility Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.18, upon the formation, acquisition or re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent), within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC)Subsidiary, together with undated Equity Interest stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Loan Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Loan Party or Additional Guarantor, as applicable; and and (2B) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A1) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agent, and a joinder agreement to the Security AgreementAgreement and/or each other applicable Security Document (other than, if applicable, any Mortgages that may be required with respect to owned Real Property, which are addressed in Section 5.10(c) below), substantially in the form annexed thereto, thereto and (B2) to take all actions reasonably necessary or advisable in the reasonable opinion of the Administrative Agent, the Collateral Agent or the Lender Representative to cause the Lien created on by the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the Security Agreement and/or any other applicable Security Documents) by the applicable Security Documents Document to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements hereby and thereby in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Collateral Agent; providedLender Representative, thatbut excluding, other than with respect to (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Foreign Subsidiary (other than the ▇▇▇▇▇▇▇ German Subsidiaries) that the Borrower has elected, in its sole discretion, to cause to become a Guarantor, all actions in any non-U.S. jurisdiction or to create and perfect any security interests under any non-U.S. laws; provided, that no Excluded SubsidiariesSubsidiary shall be required to guarantee the Obligations and any election to cause an Excluded Subsidiary to guarantee the Obligations shall be at the Borrower’s sole discretion. Notwithstanding the foregoing, including Section 5.10(a), in no event shall (i)(Ai) in the case of Equity Interests assets of any first-tier Foreign Subsidiary that is a CFC, such pledge shall CFC or CFC Holdco be limited required to 100% secure the Obligations of the non-voting Equity Interests a Loan Party or (if anyii) and more than 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary that is a first-tier CFC or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall first-tier CFC Holdco be required to be entered intosecure the Obligations. (c) Upon Promptly grant to the Collateral Agent, within 90 days (or such longer period as may be agreed to by the Lender Representative) of the acquisition thereof, a security interest in and Mortgage on each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date, except to the extent such Real Property constitutes Excluded Collateral. Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Required Lenders and, upon recording in the applicable land records and subject to any Permitted Revolving Credit Facility Intercreditor Agreement, shall constitute valid and enforceable perfected first-priority Liens subject to Permitted Liens. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages. In the event any new Material Property: (1) within fifteen (15) Business Days after owned Real Property is located in a jurisdiction which imposes mortgage recording taxes, or intangibles tax or any similar fees or charges, such acquisition (Mortgage shall only secure an amount equal to the fair market value of such Real Property as such period may be extended reasonably determined by the Administrative Agent Borrower in its sole discretion), furnish good faith. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2) within ninety (90) days after such acquisition (documents as such period may be extended by the Administrative Agent in its sole discretion), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretionor the Required Lenders shall reasonably require to confirm the validity, to perfection and priority of the Collateral Agent with respect to Lien of any existing Mortgage or new Mortgage against such Material after-acquired Real Property.

Additional Collateral; Additional Guarantors. (a) a. Subject to the terms of the Security Documents Closing Date Intercreditor Agreement and this Section 5.185.11, with respect to any personal property acquired after the Closing Date by any Credit Loan Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens Lien created by any of the Security Document Documents but is not so subject to a Lien thereundersubject, but promptly (and in any event subject to the terms, conditions and limitations thereunder, within sixty (60) 60 days after the acquisition thereof, thereof or such longer period as may be approved in writing by the Administrative Agent may approve in each case in its sole discretion as directed by the Required Lenders) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral property subject to no Liens other than Permitted Collateral Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal lawRequirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent. The Borrowers Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateralproperties; provided that notwithstanding anything to the contrary herein or in any Loan Document, the Loan Parties shall not have any obligation to perfect any security interest under any Loan Document in any Intellectual Property Collateral included in the Collateral in any jurisdiction outside of the United States. (b) b. Subject to the terms of the Security Documents and Section 5.18Closing Date Intercreditor Agreement, upon the formation, acquisition with respect to any person that is or re-designation becomes a Subsidiary of an Unrestricted Subsidiary as a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) Loan Party after the Closing Date (other than a merger or any Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant that ceases to such Permitted Acquisition within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute be an Excluded Subsidiary or a JV Subsidiary (as reasonably determined by to the Borrower Agentextent such JV Subsidiary would not then otherwise be an Excluded Subsidiary), promptly (and in any event within sixty (60) 60 days after such formation, acquisition, designation person becomes a Subsidiary of a Loan Party or cessation, so ceases to be an Excluded Subsidiary or a JV Subsidiary (or such longer period as may be approved in writing by the Administrative Agent may approve in its reasonable discretion, as directed by the Borrowers shall: Required Lenders)) (1i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC)Subsidiary, together with undated Equity Interest stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Loan Party required (other than secured intercompany notes owed by any Foreign Subsidiary to be delivered pursuant to the Security Agreement or other applicable Security Document any Domestic Subsidiary) together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Loan Party or Additional Guarantor, as applicable; and and (2ii) cause any such new Wholly Owned Restricted Subsidiary (except other than (x) a JV Subsidiary unless required by Section 5.11(c) or (y) an Excluded Subsidiaries), Subsidiary) (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agent, and a joinder agreement to the applicable Security Agreement, substantially in the form annexed thereto, thereto and (B) to take all actions reasonably necessary or advisable to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents Agreement to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements agreement in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided. Notwithstanding the foregoing, that, with respect the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (yi) any pledge of this Section 5.11(b) shall not include any Equity Interests owned by such Wholly Owned Restricted Subsidiary of a Foreign Subsidiary; provided that this exception shall not apply to (other than Excluded Subsidiaries), (i)(AA) in the case of Equity Interests Voting Stock of any Subsidiary which is a first-tier Foreign CFC representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary that is a CFC, such pledge shall be limited to and (B) 100% of the non-voting Equity Interests (if any) and 65% not constituting Voting Stock of the voting any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of such Foreign Subsidiary and such pledges Treasury Regulation Section 1.956-2(c)(2) shall be documented under New York law treated as Voting Stock for purposes of this Section 5.11(b). c. Notwithstanding the foregoing, but subject to the last sentence of Section 5.11(b), Borrower shall use its commercially reasonable efforts (A) to grant to the Collateral Agent a security interest in the Equity Interest of any newly-formed or after-acquired JV Subsidiary owned directly by any Loan Party and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned JV Subsidiary in which any Loan Party directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65or indirectly owns at least 80% of the voting Equity Interests of or economic interest, to cause such U.S. Foreign Holdco and JV Subsidiary to (i) become a Subsidiary Guarantor, (ii) execute a Joinder Agreement or such pledge shall not include (A) any Equity Interests in comparable documentation to become a joint venture which cannot be pledged without the consent of third parties after giving effect Subsidiary Guarantor and a joinder agreement to the applicable anti-assignment provisions Security Agreement, substantially in the form annexed thereto and, in the case of a Foreign Subsidiary, at the request of the Uniform Commercial Code Administrative Agent, execute a security agreement compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (iii) take all actions reasonably necessary or other applicable law, (B) any Equity Interests advisable in Persons in which the Credit Parties own 50% or less opinion of the outstanding Equity Interests of such Person, (C) Administrative Agent or the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where Collateral Agent to cause the cost of obtaining a security interest therein exceeds Lien created by the practical benefit applicable Security Agreement to be duly perfected to the Lenders afforded therebyextent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as mutually and may be reasonably determined requested by the Administrative Agent and or the Borrower Collateral Agent (in each case, it being understood that such efforts shall not require any material economic or (E) Equity Interests where a pledge therein is prohibited other significant concessions or restricted by applicable law (including result in any requirement to obtain material adverse tax consequences with respect the consent terms or structure of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”such joint venture arrangements), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon d. Subject to the terms of the Closing Date Intercreditor Agreement, promptly grant to the Collateral Agent, within 90 days of the acquisition of any new Material Property: thereof (1) within fifteen (15) Business Days after or such acquisition (longer period as such period may be extended approved by the Administrative Agent in its sole discretionreasonable discretion in writing), furnish a security interest in and Mortgage on each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, has a purchase price of at least $5,000,000, as - 87 - additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such reasonable actions and execute and/or deliver to the Collateral Agent such reasonable documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a description of such Material Property Title Policy, a Survey and local counsel opinion (in detail form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; and (2) within ninety (90) days after in respect of such acquisition (as such period may be extended by the Administrative Agent in its sole discretionMortgage), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to such Material Property.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.18, with With respect to any personal property Specified Personal Property acquired after the Closing Date by any Credit Party that constitutes “Collateral” under any as to which the Administrative Agent, for the benefit of the Security Documents or is intended to be subject to the Liens created by any Security Document but is Secured Parties, does not so subject to have a Lien thereunderperfected Lien, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days after the promptly following such acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents Agreement, Lux Security Agreements or Mortgages or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably deems necessary to grant to the Collateral Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on in such Collateral subject to no Liens other than Permitted LiensProperty, and (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected grant to the extent required by Administrative Agent, for the benefit of the Secured Parties, a perfected first priority Lien (or after the Specified Refinancing Effective Date solely with respect to Term Loan Priority Collateral, a perfected second priority Lien) in such Security Document in accordance with all applicable U.S. state and federal lawProperty, subject to Permitted Liens, including without limitation, the filing of UCC financing statements (or equivalent documentation) in such U.S. jurisdictions as may be required by the Security Agreement, any Lux Security Agreement or by Law or as may be requested by the Administrative Agent and the recording of such amendment or supplement with the United States Coast Guard, if applicable, and (iii) if reasonably requested by the Administrative Agent. The Borrowers shall otherwise take such actions and execute and/or , deliver to the Collateral Administrative Agent (or its non-fiduciary agent or designee pursuant legal opinions relating to any Intercreditor Agreement) such New York law governed documents as the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired CollateralAgent. (b) Subject With respect to the terms of the Security Documents and Section 5.18, upon the formation, acquisition or re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Material Subsidiary (other than any (i) an Excluded Subsidiary or (ii) a Project Finance Subsidiary) directly or indirectly created or acquired after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)Parent Borrower or any other Loan Parties (which, for the purposes of this paragraph, shall include (1) or upon any Excluded existing Material Subsidiary ceasing that ceases to constitute be an Excluded Subsidiary or a Project Finance Subsidiary, (as reasonably determined by the 2) any existing Subsidiary (that is not an Excluded Subsidiary or a Project Finance Subsidiary) that ceases to be an Immaterial Subsidiary or otherwise becomes a Material Subsidiary and (3) any Subsidiary that guarantees any Indebtedness of any Borrower Agentor any Guarantor), promptly (and in any event within sixty (60) 30 days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve agree in its reasonable sole discretion) following such creation, acquisition or the Borrowers shall: guaranteeing of any such Indebtedness, (1) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and (2i) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a party to the Guaranty and the Security Agreement (or enter into other similar documents in form and substance satisfactory to the Administrative Agent), (B) in the case of any such Subsidiary Guarantor owning a Specified Barge Rig, to execute and deliver a new Mortgage or a co-borroweran amendment to any existing Mortgage to include as covering such Specified Barge Rig, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by and (C) to take such actions necessary or advisable to grant to the Administrative Agent, and for the benefit of the Secured Parties, a joinder agreement perfected first priority Lien (or after the Specified Refinancing Effective Date solely with respect to Term Loan Priority Collateral, a perfected second priority Lien) in the Collateral described in the Security AgreementAgreement (or other similar document referred to in (i)(A) above) or the applicable Mortgage (or amendment to an existing Mortgage), substantially in as the form annexed theretocase may be, and with respect to such Subsidiary (B) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements in accordance with all applicable U.S. Requirements of LawPermitted Liens), including including, without limitation, the filing of UCC financing statements (or equivalent documentation) in such U.S. jurisdictions as may be required by the Security Agreement (or other similar document referred to in (i)(A) above) or by law or as may be reasonably requested by the Administrative Agent or and the Collateral Agent; provided, that, with respect to (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests recording of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in Mortgage or amendment to a Mortgage with the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit PartyUnited States Coast Guard, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco applicable, and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and if reasonably determined requested by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement deliver to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”)substance, and (z) no deposit account control agreementsfrom counsel, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required reasonably satisfactory to be entered intothe Administrative Agent. (c) Upon If, as of the acquisition end of any new Material Property: Measurement Period, Immaterial Subsidiaries collectively (1i) within fifteen generated more than 5.0% of Consolidated EBITDA for the Measurement Period most recently ended for which financial statements of the Parent Borrower and its Subsidiaries are available or (15ii) Business Days after such acquisition (as such period may be extended by own assets that have an aggregate fair market value equal to or greater than 5.0% of Consolidated Tangible Assets of the Administrative Agent Parent Borrower and its Subsidiaries, then in its sole discretion), furnish to each case the Collateral Agent a description Parent Borrower shall cause one or more of such Material Property in detail reasonably satisfactory Immaterial Subsidiaries to execute a joinder agreement (or agreements) such that after giving effect thereto, (A) all such remaining Immaterial Subsidiaries that are not Loan Parties generated less than 5.0% of Consolidated EBITDA for such Measurement Period and (B) the Collateral Agent; and (2) within ninety (90) days after total assets owned by all such acquisition (as such period may be extended by remaining Immaterial Subsidiaries that are not Loan Parties will have an aggregate fair market value of less than 5.0% of the Administrative Agent in Consolidated Tangible Assets of the Parent Borrower and its sole discretion), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to such Material PropertySubsidiaries.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and this Section 5.185.11, with respect to any personal property acquired after the Closing Date by any Credit Loan Party that constitutes “Collateral” (other than Excluded Property) under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) 30 days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. United States state and federal law (and applicable foreign law, unless the Administrative Agent shall determine in its reasonable discretion in consultation with Borrower that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby) on such Collateral property subject to no Liens other than Permitted Liens, and (ii) to the extent reasonably requested by the Administrative Agent, deliver opinions of counsel to Borrower in form and substance, and from counsel, reasonably acceptable to the Administrative Agent and (iii) other than Excluded Perfection Actions, take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and United States state, federal lawor local Legal Requirements, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrowers Borrower and the other Loan Parties shall otherwise take such actions (other than Excluded Perfection Actions) and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateralproperties. (b) Subject With respect to the terms of the Security Documents and Section 5.18, upon the formation, acquisition any (x) Person that is or re-designation of an Unrestricted Subsidiary as becomes a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded an Immaterial Subsidiary) of a Loan Party after the Closing Date (other than a merger Subsidiary subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) 30 days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon (y) any Excluded Subsidiary ceasing designated as an Immaterial Subsidiary that fails to constitute an Excluded Subsidiary (as reasonably determined by comply with the Borrower Agent)requirements set forth in the definition of “Immaterial Subsidiaries”, within sixty (60) 30 days after such formation, acquisition, designation Person becomes a Subsidiary or cessationceases to be an Immaterial Subsidiary, or such longer period as the Administrative Agent may approve in its reasonable sole discretion, the Borrowers shall: (1i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC)Subsidiary, together with undated Equity Interest stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Loan Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Loan Party or Additional Guarantor, as applicable; and and (2ii) cause any such new Wholly Owned Restricted Subsidiary except any Foreign Subsidiary that is a controlled foreign corporation (except Excluded Subsidiaries), as defined in Section 957 of the Code) (Aa “CFC”) (1) to execute a Joinder Agreement or such comparable documentation joinder agreement, in the form attached as Exhibit 3 to the Security Agreement, to become a Subsidiary Guarantor hereunder and a Pledgor (as defined in the Security Agreement) under Security Agreement and, in the case of a Foreign Subsidiary (other than a CFC) (unless the Administrative Agent shall determine in its reasonable discretion in consultation with Borrower that the cost of complying with applicable foreign law is excessive in relation to the value of the security to be afforded thereby), execute such other Security Documents as are compatible with the laws of such Foreign Subsidiary’s jurisdiction and are necessary or advisable, in the reasonable judgment of the Administrative Agent, to provide for a co-borrowervalid and perfected security interest in the Collateral held by such Foreign Subsidiary, at Borrower in form and substance reasonably satisfactory to the Administrative Agent’s election upon delivery of applicable customary “know your customer” information as may be , (2) to the extent reasonably requested by the Administrative Agent, to deliver opinions of counsel to such Foreign Subsidiary (other than a CFC) in form and a joinder agreement substance, and form counsel, reasonably satisfactory to the Security Agreement, substantially in the form annexed thereto, Administrative Agent and (B3) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. United States federal and applicable state law (and applicable foreign law, unless the Administrative Agent shall determine in its reasonable discretion in consultation with Borrower that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby) to the extent required by such agreements in accordance with all applicable U.S. Requirements of LawLegal Requirements, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, that, with respect in the case of a CFC, the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (i) of this Section 5.11(b) shall be limited to (x) 65% of the Voting Stock of any such Subsidiary which is owned directly by Borrower or any Domestic Subsidiary of Borrower and (y) any pledge 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary (which pledge shall be documented under United States law and applicable foreign law, unless the Administrative Agent shall determine in its sole discretion that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby). Notwithstanding the foregoing, no Equity Interests of any Foreign Subsidiary that is not owned directly by such Wholly Owned Restricted Borrower or a Domestic Subsidiary of Borrower shall be pledged hereunder or under any other Loan Document. (c) With respect to any Person that is or becomes a Subsidiary (other than Excluded Subsidiaries)an Immaterial Subsidiary) of a Loan Party after the Closing Date, promptly (i)(Aand in any event within 15 Business Days after such Person becomes a Subsidiary) in execute and deliver to the case of Equity Interests of any first-tier Foreign Subsidiary that is Collateral Agent (i) a CFC, such pledge shall be limited counterpart to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco Intercompany Note and (ii) if such pledge shall not include (A) any Equity Interests in Subsidiary is a joint venture which cannot be pledged without the consent of third parties after giving effect Loan Party, an endorsement to the applicable anti-assignment provisions Intercompany Note (undated and endorsed in blank) in the form attached thereto, endorsed by such Subsidiary. (d) Upon acquisition of any Real Property owned in fee in the United States after the Closing Date that, together with any improvements thereon, individually has a fair market value of at least $2,000,000, promptly give written notice to the Administrative Agent with respect thereof, and grant to the Collateral Agent, within 90 days of the Uniform Commercial Code acquisition thereof (or other applicable lawsuch longer period as the Administrative Agent may approve), (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds in and Mortgage on such Real Property as additional security for the practical benefit Secured Obligations (unless the subject property is already mortgaged to a third party to the Lenders afforded thereby, as mutually extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and reasonably determined by substance to the Administrative Agent and the Borrower Collateral Agent and shall constitute valid and enforceable perfected first priority Liens in the United States under state or local law subject only to Permitted Liens. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by applicable Legal Requirements to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such customary documents as the Administrative Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law the Collateral Agent shall reasonably request (including any requirement (i) a Title Policy, (ii) a Survey, (iii) a local counsel opinion (in form and substance and issued by a party reasonably satisfactory to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Collateral Agent) to obtain under applicable law in respect of such Mortgage, (the foregoing, “Excluded Pledges”)iv) an environmental assessment prepared by any environmental consultant, and (z) no deposit account control agreementsin form and substance, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon the acquisition of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), furnish to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and Agent that does not disclose any Environmental Claims or the potential for an Environmental Claim and (2v) within ninety (90) days after evidence that no improvements located on such acquisition (Real Property are located in an area designated as such period may be extended a “flood hazard area” in any Flood Insurance Rate Map published by the Administrative Agent in its sole discretionFederal Emergency Management Agency (or any successor agency), deliver a mortgage and take such other perfection actions requested by unless the Collateral Agent in its reasonable discretion, to the Collateral Agent applicable Loan Party has complied with Section 5.04(d)(i) with respect to such Material Propertythereto).

Additional Collateral; Additional Guarantors. At the Borrower’s expense,subject to any applicable limitation herein or in any Collateral Document (including any Acceptable Intercreditor Agreement), take the following actions: (a) Subject to upon (1) the terms formation or acquisition of the Security Documents and Section 5.18any U.S. Subsidiary (in each case, with respect to any personal property acquired after the Closing Date other than an Excluded Subsidiary) by any Credit Party that constitutes “Collateral” under any of Loan Party, (2) the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document designation in accordance with all applicable Section 6.13 of any existing U.S. state and federal law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent. The Borrowers shall otherwise take such actions and execute and/or deliver to the Collateral Agent Subsidiary (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreementother than an Excluded Subsidiary) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.18, upon the formation, acquisition or re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary of a Loan Party or of (3) any new direct or indirect Wholly Owned Restricted Subsidiary becoming a U.S. Subsidiary (other than any an Excluded Subsidiary) after the Closing Date (other than of a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent)Loan Party, within sixty (60) days after such formation, acquisition, designation or cessationdesignation, occurrence or, in each case, or such longer period as the Administrative Agent may approve agree in writing in its reasonable discretion, the Borrowers shall: (1i) cause each such Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) a Joinder Agreement, a Security Agreement Supplement, any applicable Intellectual Property Security Agreement(s), a counterpart of the Intercompany Note, a counterpart acknowledgment to any Acceptable Intercreditor Agreement(s), if applicable, and other security agreements and documents, as reasonably requested by and in form and substance reasonably satisfactory to the Collateral Agent (consistent with the certificates, if any, Security Agreement and other Collateral Documents in effect on the Closing Date); (ii) cause each such Subsidiary (and the parent of each such Subsidiary that is a Loan Party) to deliver any and all certificates representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiariesto the extent certificated) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of required to be pledged pursuant to the UCC)Security Agreement, together with accompanied by undated Equity Interest stock powers or other appropriate instruments of transfer executed in blank, and delivered instruments evidencing Indebtedness held by such Subsidiary and required to be pledged pursuant to the Security Agreement, accompanied by undated note transfer powers or indorsed in blank by a duly authorized officer to the Collateral Agent; (iii) upon reasonable request of the holder(s) Collateral Agent, take and cause such Subsidiary and each direct or indirect parent of such Equity InterestsSubsidiary that is (or is required to be) a Loan Party pursuant hereto to take, whatever action (including the recording of the filing of Uniform Commercial Code financing statements and all intercompany notes owing from such Wholly Owned Restricted Subsidiary delivery of stock and membership interest certificates, to any Credit Party the extent certificated and required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and (2Agreement) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by necessary in the reasonable opinion of the Administrative Agent, and a joinder agreement Agent to the Security Agreement, substantially vest in the form annexed thereto, and Collateral Agent (B) to take all actions reasonably necessary to cause the Lien created on or in any representative of the Collateral (which shall exclude Excluded Property Agent designated by it) valid and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law Liens to the extent required by such agreements in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested hereby or by the Administrative Agent or the Collateral Agent; provided, that, with respect to (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon the acquisition of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), furnish to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to such Material Property.Security Agreement;

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.183.18, Section 4.01(k), Section 5.11 and Section 5.15, with respect to any personal property created or acquired after the Closing Date by any Credit Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion discretion, (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents documents, including, without limitation, customary legal opinions as the Administrative Agent or the Collateral Agent shall reasonably deem reasonably necessary to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrowers Borrower and the other Credit Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.185.15, upon the formationformation or acquisition of, acquisition or the re-designation of an Unrestricted Subsidiary as as, a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition or otherwise merged out of existence or dissolved within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower AgentBorrower), within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and (2) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co137 US-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agent, and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, and (B) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, that, with respect to (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon the acquisition of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), furnish to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to such Material Property.DOCS\133960081.2

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents Intercreditor Agreement and this Section 5.185.11, with respect to (1) any personal property acquired after the Closing Date by any Credit Loan Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens Lien created by any of the Security Document Documents but is not so subject subject, including in connection with any step of the Permitted Reorganization, any Permitted Reorganization 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW Action, any Permitted Aleris Foreign Subsidiary Transfer, and any Person becoming a Specified Aleris Subsidiary, and (2) any property that was Excluded Property but, as of the end of the most recently ended fiscal quarter or in connection with any step of the Permitted Reorganization, any Permitted Reorganization Action, any Permitted Aleris Foreign Subsidiary Transfer, or any Person becoming a Specified Aleris Subsidiary, has ceased to a Lien thereunderbe Excluded Property, but promptly (and in any event subject to (w) in the terms, conditions and limitations thereundercase of newly acquired property, within sixty thirty (6030) days after the acquisition thereof, (x) in the case of property that was Excluded Property as a result of the U.S. Hold Separate Order or any U.S. Hold Separate Agreement, within thirty (30) days after the date such longer period as property ceases to be Excluded Property, (y) in the case of any other property that was Excluded Property, within thirty (30) days after the end of fiscal quarter in which such property ceases to be Excluded Property; provided that, in the case of clauses (w) through (y), the Administrative Agent may approve agree to an extension thereof, or (z) immediately in each case in its sole discretion connection with the applicable step(s) of the Permitted Reorganization, the applicable Permitted Reorganization Action, the applicable Permitted Aleris Foreign Subsidiary Transfer, or any Person becoming a Specified Aleris Subsidiary) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a First Priority Lien under applicable U.S. state and federal law on such Collateral property subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal lawRequirements of Law, including the filing of financing statements (or other applicable filings) in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent; provided that the actions required by clauses (i) and (ii) above need not be taken if the costs of doing so are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion. The Borrowers Designated Company shall otherwise take such actions and execute and/or deliver to the Administrative Agent and the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on against such after-acquired Collateralproperties. (b) Subject With respect to the terms of the Security Documents and Section 5.18, upon the formation, acquisition or re-designation of an Unrestricted Subsidiary as any Person that becomes a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted a Specified Aleris Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than (w) Aleris Belgium, to the extent that Aleris Belgium is not a merger Specified Aleris Subsidiary, (x) Aleris Italy, (y) an Excluded Collateral Subsidiary formed and (z) a Securitization Entity), any Restricted Subsidiary that was an Excluded Collateral Subsidiary but, as of the end of the most recently ended fiscal quarter, has ceased to be an Excluded Collateral Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d), the definition of Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer, or any property that ceases to be Excluded Property, promptly (and in connection with any event (x) in the case of property that was Excluded Property as a Permitted Acquisition so long as such merger Subsidiary is merged out result of existence pursuant to such Permitted Acquisition the U.S. Hold Separate Order or any U.S. Hold Separate Agreement, within sixty thirty (6030) days after the date such property ceases to be Excluded Property, (y) within thirty (30) days after the end of its formation thereof the fiscal quarter in which such Person becomes a Restricted Subsidiary (or such later date as permitted by other than Aleris Luxembourg, which is not required to comply with this Section 5.11(b) until December 31, 2020; provided that the Administrative Agent may agree to an extension of such time period in its sole discretion)) or upon any Excluded Subsidiary ceasing ceases to constitute be an Excluded Collateral Subsidiary (as reasonably determined or is required to become a Loan Party by operation of the Borrower Agentprovisions of Section 5.11(d), within sixty (60) days or after such formation, acquisition, designation or cessation, or such longer period as property (other than property described in clause (x) above) ceased to be Excluded Property; provided that the Administrative Agent may approve agree to an extension of such time period or (z) immediately upon such Person becoming a Specified Aleris Subsidiary or in its reasonable discretionconnection with the applicable step(s) of the Permitted Reorganization, the Borrowers shall: definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW Subsidiary Transfer) (1i) pledge and deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC)or such Specified Aleris Subsidiary owned by a Loan Party, together with undated Equity Interest stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary or Specified Aleris Subsidiary to any Credit Loan Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Loan Party or Additional Guarantor, as applicable; and and (2ii) cause any such new Wholly Owned Restricted Subsidiary (other than a Specified Aleris Subsidiary) that is a Wholly Owned Subsidiary or that is a German Borrower Holding Company or an Aleris German Non-Wholly Owned Subsidiary (other than (x) any Restricted Subsidiary prohibited from being a Guarantor under any applicable Requirement of Law (except Excluded Subsidiariesas otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement), including any Requirement of Law relating to financial assistance, maintenance of capital or other corporate benefit restrictions and (y) any Restricted Subsidiaries where providing such guarantee would result in (1) materially adverse tax consequences, as determined by the Administrative Agent in its reasonable discretion (after consultation with its counsel) or (2) costs that are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion) and any such Specified Aleris Subsidiary, in each case to the extent not prohibited by applicable Requirements of Law (in the case of the U.S. Hold Separate Assets, as such Requirements of Law are modified pursuant to a U.S. Hold Separate Agreement), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agent, and a joinder agreement agreements to the applicable Security AgreementDocuments (in each case, substantially in the form annexed theretothereto or in such other form as may be reasonably satisfactory to the Administrative Agent) or, in the case of a Foreign Subsidiary execute such other Security Documents (or joinder agreements) to the extent possible under and compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions reasonably necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien Liens created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements agreement in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements (or other applicable filings) in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, thatand (C) in the case of a Subsidiary that ceases to be an Excluded Collateral Subsidiary, with respect to deliver to the Administrative Agent a supplement to Schedule 1.01(c) removing such Subsidiary from such Schedule. Notwithstanding the foregoing (1) clause (i) of this paragraph (b) shall not apply to the Equity Interests of (w) any Company listed on Schedule 5.11(b) to the extent any applicable Requirement of Law (except as otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement) continues to prohibit the pledging of its Equity Interests to secure the Secured Obligations and any Company acquired or created after the Effective Date to the extent any applicable Requirement of Law (except as otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement) prohibits the pledging of its Equity Interests to secure the Secured Obligations, (x) any non-Wholly Owned Subsidiary (other than each German Borrower Holding Company and each Aleris German Non-Wholly Owned Subsidiary that is a Restricted Subsidiary, but including Aleris German GP Holdco) to the extent that the pledge or perfection of a Lien on such Equity Interests would violate any anti-assignment or negative pledge provisions of any contract to which such non-Wholly Owned Subsidiary is a party or the organizational documents or shareholders’ agreement of such non-Wholly Owned Subsidiary (but only to the extent such anti-assignment or negative pledge clause is enforceable under applicable law), (y) any pledge Joint Venture Subsidiary, to the extent the terms of any contract to which such Joint Venture Subsidiary is a party or any applicable joint venture, stockholders’, partnership, limited liability company or similar agreement (other than any of the foregoing entered into with any Company or Affiliate of any Company) prohibits or conditions 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW the pledging of its Equity Interests owned by such Wholly Owned to secure the Secured Obligations and (z) any Restricted Subsidiary (other than Excluded Subsidiaries), (i)(Aa Specified Aleris Subsidiary) in to the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, extent such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) would result in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded therebymaterially adverse tax consequences, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon the acquisition of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretionreasonable discretion (after consultation with its counsel) and (2) clause (ii) of this paragraph (b) shall not apply to any Company listed on Schedule 5.11(b) to the extent any applicable Requirement of Law (except as otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement) prohibits it from becoming a Loan Party. Notwithstanding anything to the contrary in this Section 5.11(b), furnish with respect to each Foreign Subsidiary that becomes a party to this Agreement after the Second Amendment Effective Date, the obligations of such Foreign Subsidiary under this Agreement, any Guarantee, any Foreign Guarantee, any Security Document, any Joinder Agreement, or any other Loan Document, may be limited (and such agreements may be amended, restated, supplemented or otherwise modified to give effect to such limitations without the consent of any Person other than the Administrative Agent, the Collateral Agent a description of Agent, and such Material Property Foreign Subsidiary) in detail accordance with the Agreed Guarantee and Security Principles on terms reasonably satisfactory to the Administrative Agent and the Borrower. As of the Second Amendment Effective Date, each Lender party to the Second Amendment, which Lenders constitute the Required Lenders, and each Lender that becomes a party to this Agreement after the Second Amendment Effective Date, expressly consents to the terms set forth in, and the rights of the Agents to consent to the terms of the amendments, restatements, supplements and modifications described in, the immediately preceding sentence. (c) Subject to the terms of the Intercreditor Agreement, promptly grant to the Collateral Agent; and , (2i) in the case of property that is Excluded Property as a result of the U.S. Hold Separate Order or any U.S. Hold Separate Agreement, within ninety sixty (9060) days after the date such property ceases to be Excluded Property, (ii) in the case of the automotive finishing plant in Guthrie, Kentucky owned by Novelis Corporation, within sixty (60) days after the first day on which construction is completed and the plant is operational, and (iiiAmendment No. 6 Effective Date, (iii) in the case of the sheet ingot casting, shredding and recycling center in Guthrie, Kentucky owned by Novelis Corporation, within sixty (60) days of receipt of the certificate of occupancy for such plant and (iv) otherwise, within sixty (60) days of the acquisition thereof (in each case, or such later date agreed by the Administrative Agent) (or immediately in connection with the applicable step(s) of the Permitted Reorganization, any Permitted Reorganization Action, or any Permitted Aleris Foreign Subsidiary Transfer), a security interest in and Mortgage on each Material Real Property owned in fee by such Loan Party as is acquired by such period may be extended Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value the Dollar Equivalent of which is at least $10,000,000Estate Asset (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02 hereof or the costs of doing so are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its sole reasonable discretion). Subject to the terms of the Intercreditor Agreement, deliver a mortgage such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and take such other perfection actions requested by substance to the Administrative Agent and the Collateral Agent and shall constitute valid, perfected and enforceable First Priority Liens subject only to Permitted Liens. Subject to the terms of the Intercreditor Agreement, the Mortgages or instruments related thereto shall be duly recorded or filed in its reasonable discretionsuch manner and in such places as are required by law to establish, to perfect, preserve and protect the First Priority Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Administrative Agent and the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy (or title opinion reasonably satisfactory to the 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW Administrative Agent and the Collateral Agent), a Survey (if applicable in the respective jurisdiction), and a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage). For purposes of this Section 5.11(c) Real Property owned by a Company that becomes a Loan Party following the Closing Date in accordance with respect the terms of this Agreement shall be deemed to have been acquired on the later of (x) the date of acquisition of such Material PropertyReal Property and (y) the date such Company becomes a Loan Party. (d) If, at any time and from time to time after the Closing Date, Restricted Subsidiaries that are not Loan Parties because they are Excluded Collateral Subsidiaries comprise in the aggregate more than 7.5% of the Consolidated Total Assets of the Designated Company and its Subsidiaries as of the end of the most recently ended fiscal quarter or more than 7.5% of Consolidated EBITDA of the Designated Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter, then the Loan Parties shall, not later than 45 days after the date by which financial statements for such fiscal quarter are required to be delivered pursuant to this Agreement (or immediately in connection with the applicable step(s) of the Permitted Reorganization, any Permitted Reorganization Action, or any Permitted Aleris Foreign Subsidiary Transfer), cause one or more of such Restricted Subsidiaries to become Loan Parties (notwithstanding that such Restricted Subsidiaries are, individually, Excluded Collateral Subsidiaries) such that the foregoing conditio

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and this Section 5.185.11, with respect to any personal property acquired after the Closing Date by any Credit Loan Party that constitutes “Collateral” (other than Excluded Property) under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) 30 days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. United States state and federal law (and applicable foreign law, unless the Administrative Agent shall determine in its reasonable discretion in consultation with Borrower that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby) on such Collateral property subject to no Liens other than Permitted Liens, and (ii) to the extent reasonably requested by the Administrative Agent, deliver opinions of counsel to Borrower in form and substance, and from counsel, reasonably acceptable to the Administrative Agent and (iii) other than Excluded Perfection Steps, take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and United States state, federal lawor local Legal Requirements, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrowers Borrower and the other Loan Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateralproperties. (b) Subject With respect to the terms of the Security Documents and Section 5.18, upon the formation, acquisition any (x) Person that is or re-designation of an Unrestricted Subsidiary as becomes a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded an Immaterial Subsidiary) of a Loan Party after the Closing Date (other than a merger Subsidiary subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) 30 days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon (y) any Excluded Subsidiary ceasing designated as an Immaterial Subsidiary that fails to constitute an Excluded Subsidiary (as reasonably determined by comply with the Borrower Agent)requirements set forth in the definition of “Immaterial Subsidiaries”, within sixty (60) 30 days after such formation, acquisition, designation Person becomes a Subsidiary or cessationceases to be an Immaterial Subsidiary, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: sole discretion (1i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC)Subsidiary, together with undated Equity Interest stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Loan Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Loan Party or Additional Guarantor, as applicable; and and (2ii) cause any such new Wholly Owned Restricted Subsidiary except any Foreign Subsidiary that is a controlled foreign corporation (except Excluded Subsidiaries), as defined in Section 957 of the Code) (Aa “CFC”) (1) to execute a Joinder Agreement or such comparable documentation joinder agreement, in the form attached as Exhibit 3 to the Security Agreement, to become a Subsidiary Guarantor hereunder and a Pledgor (as defined in the Security Agreement) under Security Agreement and, in the case of a Foreign Subsidiary (other than a CFC) (unless the Administrative Agent shall determine in its reasonable discretion in consultation with Borrower that the cost of complying with applicable foreign law is excessive in relation to the value of the security to be afforded thereby), execute such other Security Documents as are compatible with the laws of such Foreign Subsidiary’s jurisdiction and are necessary or advisable, in the reasonable judgment of the Administrative Agent, to provide for a co-borrowervalid and perfected security interest in the Collateral held by such Foreign Subsidiary, at Borrower in form and substance reasonably satisfactory to the Administrative Agent’s election upon delivery of applicable customary “know your customer” information as may be , (2) to the extent reasonably requested by the Administrative Agent, to deliver opinions of counsel to such Foreign Subsidiary (other than a CFC) in form and a joinder agreement substance, and form counsel, reasonably satisfactory to the Security Agreement, substantially in the form annexed thereto, Administrative Agent and (B3) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. United States federal and applicable state law (and applicable foreign law, unless the Administrative Agent shall determine in its reasonable discretion in consultation with Borrower that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby) to the extent required by such agreements in accordance with all applicable U.S. Requirements of LawLegal Requirements, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, that, with respect to (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of a CFC, the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (i) of this Section 5.11(b) shall be limited to (x) 65% of the Voting Stock of any such Subsidiary which is owned directly by Borrower or any Domestic Subsidiary of Borrower and (y) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary (which pledge shall be documented under United States law and applicable foreign law, unless the Administrative Agent shall determine in its sole discretion that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby). Notwithstanding the foregoing, no Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco not owned directly by Borrower or a Credit Party, such pledge Domestic Subsidiary of Borrower shall be limited pledged hereunder or under any other Loan Document. (c) With respect to 100% any Person that is or becomes a Subsidiary of a Loan Party after the non-voting Equity Interests Closing Date, promptly (if anyand in any event within 15 Business Days after such Person becomes a Subsidiary) execute and 65% of deliver to the voting Equity Interests of such U.S. Foreign Holdco Collateral Agent (i) a counterpart to the Intercompany Note and (ii) if such pledge Subsidiary is a Loan Party, an endorsement to the Intercompany Note (undated and endorsed in blank) in the form attached thereto, endorsed by such Subsidiary; provided, the Immaterial Subsidiaries listed on Schedule 5.11(c) hereto, each of which the Borrower expects to dissolve on or prior to August 15, 2013 (each, a “Dissolving Immaterial Subsidiary”) shall not include (A) any Equity Interests in be required to become a joint venture which cannot be pledged without the consent of third parties after giving effect party to the applicable anti-assignment provisions Intercompany Note unless either (1) such Immaterial Subsidiary is not dissolved on or prior to August 15, 2013 (or such longer period as the Administrative Agent may agree in its sole discretion) or (2) such Immaterial Subsidiary no longer qualifies as an Immaterial Subsidiary pursuant to the definition thereof. (d) Upon acquisition of any Real Property owned in fee in the United States after the Closing Date that, together with any improvements thereon, individually has a fair market value of at least $2,000,000, promptly give written notice to the Administrative Agent with respect thereof, and grant to the Collateral Agent, within 90 days of the Uniform Commercial Code acquisition thereof (or other applicable lawsuch longer period as the Administrative Agent may approve), (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds in and Mortgage on such Real Property as additional security for the practical benefit Secured Obligations (unless the subject property is already mortgaged to a third party to the Lenders afforded thereby, as mutually extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and reasonably determined by substance to the Administrative Agent and the Borrower Collateral Agent and shall constitute valid and enforceable perfected first priority Liens in the United States under state or local law subject only to Permitted Liens. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by applicable Legal Requirements to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such customary documents as the Administrative Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law the Collateral Agent shall reasonably request (including any requirement (i) a Title Policy, (ii) a Survey, (iii) a local counsel opinion (in form and substance and issued by a party reasonably satisfactory to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Collateral Agent) to obtain under applicable law in respect of such Mortgage, (the foregoing, “Excluded Pledges”)iv) an environmental assessment prepared by any environmental consultant, and (z) no deposit account control agreementsin form and substance, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon the acquisition of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), furnish to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and Agent that does not disclose any Environmental Claims or the potential for an Environmental Claim and (2v) within ninety (90) days after evidence that no improvements located on such acquisition (Real Property are located in an area designated as such period may be extended a “flood hazard area” in any Flood Insurance Rate Map published by the Administrative Agent in its sole discretionFederal Emergency Management Agency (or any successor agency), deliver a mortgage and take such other perfection actions requested by unless the Collateral Agent in its reasonable discretion, to the Collateral Agent applicable Loan Party has complied with Section 5.04(d)(i) with respect to such Material Propertythereto).

Additional Collateral; Additional Guarantors. (a) Subject to the terms In connection with each redetermination of the Security Documents Borrowing Base, the Borrower shall review the Reserve Report prepared in connection with such redetermination pursuant to Section 8.11 and Section 5.18, with respect to any personal property acquired after the Closing Date by any Credit Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so Oil and Gas Properties subject to a Lien thereunder, but in any event Mortgage as of the date of such Reserve Report. If the aggregate value of the Oil and Gas Properties subject to a Mortgage is less than the termsRequired Mortgage Value, conditions then the Borrower shall, and limitations thereundershall cause the Restricted Subsidiaries (other than any Foreign Subsidiaries) to, grant within sixty (6030 days of the delivery of the certificate referred to in Section 8.11(b) days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion (i) execute and deliver to the Administrative Agent and as security for the Collateral Agent such amendments or supplements Indebtedness a second-priority Lien (provided that Excepted Liens may exist, but subject to the relevant Security Documents or proviso at the end of such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary to grant definition) on additional Oil and Gas Properties to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Mortgage to equal or exceed the Required Mortgage Value. All such Lien to Liens will be duly created and perfected to the extent required by such Security Document and in accordance with the provisions of Mortgages or other Security Instruments, all applicable U.S. state in form and federal law, including the filing of financing statements in such U.S. jurisdictions as may be substance reasonably requested by satisfactory to the Administrative Agent. The Borrowers Any Restricted Subsidiary (other than a Foreign Subsidiary) that creates a Lien on its Oil and Gas Properties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateralbecome a Guarantor in accordance with Section 8.13(b). (b) Subject to the terms of the Security Documents and Section 5.18The Borrower shall promptly (and, upon the formationin any event, acquisition or re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) 10 days of its formation thereof (or such later date as permitted may be agreed to by the Administrative Agent as directed in its sole discretionwriting by the Required Lenders)) or upon any Excluded Subsidiary ceasing to constitute an Excluded cause each Subsidiary (as reasonably determined by other than a Foreign Subsidiary and any Broker-Dealer Subsidiary) formed or acquired after the Effective Date to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower Agent), within sixty shall (60i) days after cause such formation, acquisition, designation or cessation, or Subsidiary (other than a Foreign Subsidiary and any Broker-Dealer Subsidiary) to (A) execute and deliver a Joinder Agreement pursuant to which such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1) deliver Subsidiary becomes a party to the Collateral Agent Guaranty Agreement and becomes a Guarantor, and (B) execute and deliver a Joinder Agreement pursuant to which such Subsidiary becomes a party to the certificatesSecurity Agreement and grants a second-priority security interest in substantially all of its personal Property, and (ii) execute and deliver (or, if anythe direct parent of such Subsidiary is not the Borrower, representing cause such Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a second-priority security interest in all of the Equity Interests of in such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiariesa Foreign Subsidiary and any Broker-Dealer Subsidiary) that constitutes to the Collateral Agent (and that are “certificated securities” will, without limitation, deliver original certificates (as defined in Article 8 if any) evidencing the Equity Interests of the UCC)such Subsidiary, together with undated Equity Interest stock powers (or other appropriate instruments of transfer the equivalent for any such Subsidiary that is not a corporation) for each certificate duly executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant registered owner thereof to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, First Lien Agent as applicable; andbailee for the Collateral Agent). (2c) cause In the event that the Parent, the Borrower or any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries)other than a Foreign Subsidiary or a Broker-Dealer Subsidiary) becomes a partner or member in a Tax Advantaged Drilling Partnership or acquires additional interests in a Tax Advantaged Drilling Partnership, the Parent or the Borrower shall, or shall cause such Subsidiary to, promptly (A) to execute a Joinder Agreement and, in any event, within 10 days (or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information later date as may be agreed to by the Administrative Agent as directed in writing by the Required Lenders)) grant a second-priority security interest in all the Equity Interests owned by such Person in such Tax Advantaged Drilling Partnership. (d) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Property, any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Borrower shall, or shall cause such other Loan Party to, promptly (and, in any event, within 10 days (or such later date as may be agreed to by the Administrative Agent as directed in writing by the Required Lenders)) execute and deliver any Security Instruments reasonably requested required by the Collateral Agent in order to create a second-priority security interest and Lien in such Property; provided that any security interest in the Equity Interests in a first-tier Foreign Subsidiary shall not exceed 65% of the voting stock and 100% of the nonvoting stock of such Foreign Subsidiary, and no security interest shall be created in any Equity Interests in any other Foreign Subsidiary. (e) In the event that any Loan Party makes any loans to any Tax Advantaged Drilling Partnership, such Loan Party shall promptly collaterally assign such Loan Party’s interests in such loans to the Collateral Agent for the benefit of the Secured Creditors to secure the Indebtedness on the terms and conditions set forth in the Security Agreement. (f) In the event that any Loan Party withdraws its ownership interest in a Tax Advantaged Drilling Partnership in the form of a working interest in the production from the Oil and Gas Properties of such Tax Advantaged Drilling Partnership at the direction of the Required Lenders pursuant to Section 10.02(a), the Parent or the Borrower shall, or shall cause such other Loan Party to, substantially contemporaneously with such withdrawal, grant to the Administrative Agent as security for the Indebtedness a second-priority Lien (provided that Excepted Liens may exist, but subject to the proviso at the end of such definition) on such Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent. (g) Each of the Parent and the Borrower agrees that it will not, and will not permit any other Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the First Lien Debt without contemporaneously granting to the Administrative Agent, and as security for the Indebtedness, a joinder agreement to the Security Agreementsecond priority, substantially in the form annexed theretoperfected Lien (provided that Excepted Liens may exist, and (B) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be but subject to the limitations set forth herein proviso at the end of such definition) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. (h) The Parent and the applicable Security DocumentsBorrower will cause any Subsidiary guaranteeing the First Lien Debt that is not guaranteeing the Indebtedness to contemporaneously become a Guarantor by executing and delivering a Joinder Agreement. (i) by In furtherance of the applicable Security Documents to be duly perfected under U.S. federal foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Subsidiary (other than a Foreign Subsidiary)) shall execute and applicable state law deliver (or otherwise provide, as applicable) to the extent required by Administrative Agent such agreements other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions each case as may be reasonably requested by the Administrative Agent and as reasonably satisfactory to the Administrative Agent. (j) In the event that the Parent or the Collateral Agent; providedBorrower makes any loans or advances to any Restricted Subsidiary, thator any Restricted Subsidiary makes any loans or advances to the Parent, with respect the Borrower or any other Restricted Subsidiary, the Parent or the Borrower, as the case may be, shall, and shall cause each such Restricted Subsidiary, to (yi) any pledge of any Equity Interests owned by make such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) loans in the case form of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited subordinated intercompany note in form and substance satisfactory to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco Lenders and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without collaterally assign the consent of third parties after giving effect to Parent’s, the Borrower’s or the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests Restricted Subsidiary’s interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon the acquisition of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), furnish loans to the Collateral Agent a description for the benefit of such Material Property the Secured Creditors to secure the Indebtedness as provided in detail reasonably satisfactory to the Collateral Agent; and (2) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to such Material PropertySecurity Agreement.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and this Section 5.185.11, with respect to any personal property acquired after the Closing Date by any Credit Loan Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens Lien created by the Security Documents (which shall include all properties of each Loan Party acquired after the Closing Date other than (x) Excluded Assets and (y) any assets specifically excluded from the Lien created by any Security Document as set forth in such Security Document) but is not so subject to a Lien thereundersubject, but promptly (and in any event subject to the terms, conditions and limitations thereunder, within sixty (60) 30 days after the acquisition thereof, thereof or such longer period later time as permitted by the Administrative Agent may approve in each case in its sole discretion applicable Security Document) (i) execute and deliver to the Administrative Agent and the Collateral Security Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Security Agent shall deem reasonably necessary or advisable to grant to the Collateral Security Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral property subject to no Liens other than Permitted Liens, Liens and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal lawRequirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent. The Borrowers Holdings shall otherwise take such actions and execute and/or deliver to the Collateral Security Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Security Agent shall reasonably require request to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateralproperties. Notwithstanding the foregoing, any required filings with the United States Patent and Trademark Office and United States Copyright Office shall be made within 60 days after the acquisition of the related property is required to be reported pursuant to Section 5.01(d). (b) Subject With respect to the terms of the Security Documents and Section 5.18, upon the formation, acquisition (x) any person that is or re-designation of an Unrestricted Subsidiary as becomes a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded an Unrestricted Subsidiary or other Immaterial Subsidiary) after the Closing Date Date, (y) any Subsidiary previously designated by Holdings as an Immaterial Subsidiary pursuant to the definition thereof that at any time fails to meet either of the qualifications of an Immaterial Subsidiary under the definition thereof or is designated by Holdings as no longer being an Immaterial Subsidiary pursuant to Section 5.11(c) (unless such Subsidiary is designated by Holdings as an Unrestricted Subsidiary pursuant to Section 5.15) or (z) any other than Subsidiary that was previously an Unrestricted Subsidiary but has been redesignated by Holdings as a merger Restricted Subsidiary formed (unless such Subsidiary is designated by Holdings as an Immaterial Subsidiary pursuant to the definition thereof), in each case promptly (and in any event within 30 days after such person becomes a Subsidiary or is no longer an Immaterial Subsidiary or an Unrestricted Subsidiary, or, in the case of a person that becomes a Subsidiary in connection with a Permitted Acquisition so long as that is consummated by means of a “two-step” acquisition, the earlier of (A) 120 days after the closing of the tender offer or other fist step or (B) 30 days after such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) days of its formation thereof (or becomes a Wholly Owned Subsidiary, or, in each case, such later date as permitted by is acceptable to the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent), within sixty (60i) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1) deliver grant to the Collateral Agent Security Agent, for the certificatesbenefit of the Secured Parties, if any, representing a security interest in all of the Equity Interests of such Wholly Owned Restricted Subsidiary owned by such Loan Party and all intercompany Indebtedness owing from such Subsidiary to such Loan Party, in each case pursuant to a security agreement in form and substance reasonably satisfactory to the Administrative Agent, and deliver to the Security Agent the certificates (other than Excluded Subsidiariesif any) that constitutes Collateral and that are “certificated securities” representing all such Equity Interests (as defined in Article 8 of the UCC), together with undated Equity Interest stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(ssuch Loan Party) of such Equity Interests, and all such intercompany notes owing from representing such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document intercompany Indebtedness (together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and Loan Party) and (2ii) cause any if such new Subsidiary is a Wholly Owned Restricted Subsidiary (except and not otherwise an Excluded Subsidiaries)Subsidiary, cause such Subsidiary (A) to execute (I) a Joinder Agreement or such comparable documentation to become a Guarantor and (II) a joinder agreement to the applicable Security Document, substantially in the form annexed thereto, or a security agreement compatible with the laws of such Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent (and, for the avoidance of doubt, under which a Lien is granted to the Security Agent, for the benefit of the Secured Parties to secure the Secured Obligations, on all the property of such Subsidiary (other than Excluded Assets), subject to no Liens other than Permitted Liens) and (B) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Security Agent to cause the Lien created by the applicable Security Document to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Security Agent. In addition to the foregoing, with respect to any Subsidiary that becomes a Guarantor pursuant to this Section 5.11, the Borrowers shall deliver, or caused to be delivered, to the Administrative Agent documentation with respect to such Subsidiary of the type described in Section 4.01(b) and, if requested by the Administrative Agent and customary in the relevant jurisdiction, a legal opinion or legal opinions with respect to such Subsidiary the scope of which is consistent with the legal opinions delivered pursuant to Section 4.01(f) and covering such other matters with respect to such Subsidiary and the Liens granted in its properties and Equity Interests as may reasonably be requested by the Administrative Agent. Holdings shall provide the Administrative Agent with written notice (and the Administrative Agent shall subsequently notify the other Agents, the Issuing Banks and the Lenders) of its intention to cause a Subsidiary to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrowersufficiently in advance of such event to allow the Agents, at Borrower Agent’s election upon delivery of applicable customary the Issuing Banks and the Lenders to carry out any “know your customer” information as may be reasonably requested by or other checks. (c) To the Administrative Agent, and a joinder agreement extent the consolidated total assets for all Immaterial Subsidiaries or that portion of Consolidated EBITDA attributable to all Immaterial Subsidiaries in the aggregate exceed the amounts specified in the proviso to the Security Agreementdefinition of the term “Immaterial Subsidiary”, substantially in the form annexed thereto, and (B) Holdings shall cause one or more Immaterial Subsidiaries to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law become Guarantors to the extent required by Section 5.11(b) such agreements that the consolidated total assets for all remaining Immaterial Subsidiaries and that portion of Consolidated EBITDA attributable to all remaining Immaterial Subsidiaries in accordance with all applicable U.S. Requirements of Lawthe aggregate do not exceed the amounts specified in the proviso to such definition. (d) Notwithstanding anything to the contrary in this Section 5.11, including (i) assets will be excluded from the filing of financing statements Collateral in such U.S. jurisdictions as may be reasonably requested by circumstances where the Administrative Agent or the Collateral Agent; provided, that, with respect to (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary reasonably determines that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit in such assets is excessive in relation to the Lenders value afforded thereby, as mutually and reasonably determined or to the extent the granting of a security interest in such asset (or portion thereof) would be prohibited by enforceable (after giving effect to all applicable provisions of law, including relevant provisions of the Administrative Agent and the Borrower Agent UCC) anti-assignment provisions of any contract or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law law, (including any requirement to obtain ii) in no event shall the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall Collateral be required to be entered into. include any Excluded Assets and (ciii) Upon this Section 5.11 shall not apply to any Subsidiary (or the acquisition of any new Material Property: Equity Interests therein) that is designated to become (1and reasonably promptly after its formation becomes) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent Super Holdco; provided that Holdings may, in its sole discretion), furnish require Super Holdco to become a Guarantor hereunder, in which case (A) Super Holdco shall satisfy the Collateral Agent requirements of clause (ii) of Section 5.11(b) as if it were a description Subsidiary that is Wholly Owned Subsidiary and not an Excluded Subsidiary, (B) Super Holdco shall pledge 100% of such Material Property the Equity Interests in detail reasonably satisfactory Holdings pursuant to clause (i) of Section 5.11(b) as if Holdings was a Subsidiary and (C) thereafter, each reference in this Agreement to Holdings (other than under (1) the Collateral Agent; and definition of the term “Change in Control”, (2) within ninety the definition of the term “Guarantors”, (903) days after such acquisition the definition of the term “Public Company”, (as such period may 4) the definition of the term “U.K. Security Agreements” and (5) Section 6.18) shall be extended by the Administrative Agent in its sole discretion), deliver deemed to be a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, reference to the Collateral Agent with respect to such Material PropertySuper Holdco.

Additional Collateral; Additional Guarantors. At the Borrower’s expense, subject to any applicable limitation herein or in any Collateral Document (including any Acceptable Intercreditor Agreement), take the following actions: (a) Subject to upon (1) the terms formation or acquisition of the Security Documents and Section 5.18any U.S. Subsidiary (in each case, with respect to any personal property acquired after the Closing Date other than an Excluded Subsidiary) by any Credit Party that constitutes “Collateral” under any of Loan Party, (2) the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document designation in accordance with all applicable Section 6.13 of any existing U.S. state and federal law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent. The Borrowers shall otherwise take such actions and execute and/or deliver to the Collateral Agent Subsidiary (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreementother than an Excluded Subsidiary) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.18, upon the formation, acquisition or re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary of a Loan Party or of (3) any new direct or indirect Wholly Owned Restricted Subsidiary becoming a U.S. Subsidiary (other than any an Excluded Subsidiary) after the Closing Date (other than of a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent)Loan Party, within sixty (60) days after such formation, acquisition, designation or cessationdesignation, occurrence or, in each case, or such longer period as the Administrative Agent may approve agree in writing in its reasonable discretion, the Borrowers shall: (1i) cause each such Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) a Joinder Agreement, a Security Agreement Supplement, any applicable Intellectual Property Security Agreement(s), a counterpart of the Intercompany Note, a counterpart acknowledgment to any Acceptable Intercreditor Agreement(s), if applicable, and other security agreements and documents, as reasonably requested by and in form and substance reasonably satisfactory to the Collateral Agent (consistent with the certificates, if any, Security Agreement and other Collateral Documents in effect on the Closing Date); (ii) cause each such Subsidiary (and the parent of each such Subsidiary that is a Loan Party) to deliver any and all certificates representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiariesto the extent certificated) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of required to be pledged pursuant to the UCC)Security Agreement, together with accompanied by undated Equity Interest stock powers or other appropriate instruments of transfer executed in blank, and delivered instruments evidencing Indebtedness held by such Subsidiary and required to be pledged pursuant to the Security Agreement, accompanied by undated note transfer powers or indorsed in blank by a duly authorized officer to the Collateral Agent; (iii) upon reasonable request of the holder(s) Collateral Agent, take and cause such Subsidiary and each direct or indirect parent of such Equity InterestsSubsidiary that is (or is required to be) a Loan Party pursuant hereto to take, whatever action (including the recording of the filing of Uniform Commercial Code financing statements and all intercompany notes owing from such Wholly Owned Restricted Subsidiary delivery of stock and membership interest certificates, to any Credit Party the extent certificated and required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and (2Agreement) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required hereby or by the Security Agreement; (iv) if reasonably requested by the Administrative Agent, and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, and within sixty (B60) to take all actions reasonably necessary to cause the Lien created on the Collateral days (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, that, with respect to (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon the acquisition of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), furnish to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2) within ninety (90) days in the case of documents listed in Section 6.12(ii) after such acquisition (as such period may be extended the request therefor by the Administrative Agent (or, in each case, such longer period as the Administrative Agent may agree in writing in its sole reasonable discretion), deliver to the Administrative Agent a mortgage signed copy of an opinion, addressed to the Administrative Agent, the Collateral Agent and take the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such other perfection actions matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and (v) if reasonably requested by the Collateral Administrative Agent, within sixty (60) days after such request (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the requirements of this Section 6.11 and any Collateral Document with respect to such Material Propertyperfection and existence of security interests with respect to Collateral of any Guarantor acquired after the Closing Date and subject to this Section 6.11 and any Collateral Document, but not otherwise specifically covered by this Section 6.11. provided that actions relating to Liens on real property are governed by Section 6.11(b) and not this Section 6.11(a).

Additional Collateral; Additional Guarantors. Subject in all respects to the definition of Excluded Properties and Excluded Perfections: (a) Subject to this Section 5.10 and prior to the terms of the Security Documents and Section 5.18Investment Grade Date, with respect to any personal property acquired after the Closing Effective Date by any Credit Loan Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens Lien created by any of the Security Document Documents but is not so subject to a Lien thereundersubject, but promptly (and in any event subject to the terms, conditions and limitations thereunder, within sixty (60) 30 days after the acquisition thereof, or such longer period as subject to extension in the Administrative Agent may approve in each case in its sole discretion of the Collateral Agent) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a First Priority Lien under applicable U.S. state and federal law on such Collateral property subject to no Liens other than Permitted Collateral Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal lawLaws, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent. The Borrowers Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on against such after-acquired Collateralproperties. (b) Subject With respect to any person that becomes a Restricted Subsidiary after the terms Effective Date or with respect to any Joint Venture equity interest created or acquired by the Borrower or any Restricted Subsidiary after the Effective Date, Borrower’s or such Restricted Subsidiary’s equity ownership interest in such Restricted Subsidiary or Joint Venture shall be pledged as provided in Section 5.1 of the Security Documents Agreement), promptly (and Section 5.18, upon the formation, acquisition or re-designation of an Unrestricted Subsidiary as in any event within 30 days after such person becomes a Restricted Subsidiary or a Joint Venture, subject to extension in the sole discretion of any new direct or indirect Wholly Owned Restricted Subsidiary the Collateral Agent) (other than any Excluded Subsidiaryi) after prior to the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent)Investment Grade Date, within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and or all of the Equity Interests of such Joint Venture that are “certificated securities” (as defined in Article 8 of owned by the UCC)Borrower or a Restricted Subsidiary, together with undated Equity Interest stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Loan Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Loan Party or Additional Guarantor, as applicable; and and (2ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agent, and a joinder agreement to the Security Agreement, substantially in the form annexed theretothereto or, in the case of a Foreign Subsidiary that is a Restricted Subsidiary, execute a security agreement compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or reasonably necessary advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents Agreement to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements agreement in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided. Notwithstanding the foregoing, that, with respect (1) the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (yi) any pledge of this Section 5.10(b) shall not include any Equity Interests owned by such Wholly Owned Restricted of a Foreign Subsidiary created or acquired after the Effective Date and (other than Excluded Subsidiaries2) no Foreign Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.10(b), (i)(A) if, in the case of Equity Interests either clause (1) or (2), doing so would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code, which investment would or could reasonably be expected to trigger a material increase in the net income of a United States shareholder of such Subsidiary pursuant to Section 951 (or a successor provision) of the Code; provided that this exception shall not apply to (A) Voting Stock of any Restricted Subsidiary which is a first-tier Foreign controlled foreign corporation (as defined in Section 957(a) of the Code) representing 65% of the total voting power of all outstanding Voting Stock of such Restricted Subsidiary that is a CFC, such pledge shall be limited to and (B) 100% of the non-voting Equity Interests not constituting Voting Stock of any such Restricted Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 5.10(b). (if anyc) and 65% Prior to the Investment Grade Date, promptly grant to the Collateral Agent, within 60 days (subject to extension in the sole discretion of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (BCollateral Agent) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests acquisition thereof, a security interest in and Mortgage on (if anyi) each Real Property owned in fee by such Loan Party acquired by such Loan Party after the Effective Date and 65% that, together with any improvements thereon, individually has a fair market value of the voting Equity Interests of such U.S. Foreign Holdco at least $25.0 million, and (ii) unless the Collateral Agent otherwise consents, each leased Real Property of such pledge shall not include Loan Party which lease individually has a fair market value in excess of $25.0 million, in each case, as additional security for the Secured Obligations (A) any Equity Interests in unless the subject property is already mortgaged to a joint venture which cannot be pledged without the consent of third parties after giving effect party to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit form and substance to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or (E) Equity Interests where a pledge therein is prohibited the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or restricted by applicable law new Mortgage against such after-acquired Real Property (including any requirement a local counsel opinion (in form and substance reasonably satisfactory to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Collateral Agent) in respect of such Mortgage). (d) Prior to obtain under applicable law the Investment Grade Date, promptly grant to the Collateral Agent, within 60 days (subject to extension in the foregoingsole discretion of the Collateral Agent) of the acquisition of a Pipeline or Commercial Operation Date of a Pipeline, “Excluded Pledges”)as applicable, acquired or constructed by a Loan Party after the Effective Date, a security interest in such Pipeline (to be perfected by a transmitting utility UCC financing statement) and a Mortgage on (i) the Pipeline together with all real property that is part of such Pipeline system and that is owned in fee by such Loan Party and (zii) no deposit account control agreementsat least 80% of the Pipeline ROWs for such Pipeline (calculated based upon the length of such Pipeline) in each case, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers as additional security for the Secured Obligations. The Mortgages or collateral access agreements instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be entered into. (c) Upon granted pursuant to the acquisition of any new Material Property: (1) within fifteen (15) Business Days after Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), furnish actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Pipeline (including a description of such Material Property local counsel opinion (in detail form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; and) in respect of such Mortgage). (2e) Prior to the Investment Grade Date, promptly grant to the Collateral Agent, within ninety 60 days (90subject to extension in the sole discretion of the Collateral Agent), a security interest in and Mortgage lien on (i) days after such acquisition any Building or Manufactured (Mobile) Home on any Mortgaged Property that individually has a replacement value of at least $10.0 million, as such period may additional security for the Secured Obligations. Such Mortgage shall be extended by granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent. The Mortgage or instruments related thereto shall be duly recorded or filed in its sole discretion)such manner and in such places as are required by law to establish, deliver a mortgage perfect, preserve and take such other perfection actions requested by protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgage and all taxes, fees and other charges payable in its reasonable discretion, connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such Building or Manufactured (Mobile) Home (including (i) a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent), (ii) a Life of Loan flood hazard determination with respect to the parcel of real property on which such Material PropertyBuilding or Manufactured (Mobile) Home is located (together with a notice about special flood hazard area status and flood disaster assistance duly executed by Borrower and each Loan Party related thereto) and (iii) in the event such Building or Manufactured (Mobile) Home is located in an area identified by the Federal Emergency Management Agency (or successor agency) as a Special Flood Hazard Area with respect to where flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereinafter in effect or successor act thereto) evidence of flood insurance in form and substance reasonably acceptable to the Administrative Agent and Collateral Agent) in respect of such Mortgage. (f) Notwithstanding anything to the contrary contained in this Agreement, the Security Documents, any Loan Document or any other document executed in connection herewith, on or after Investment Grade Date, all Collateral and the Security Documents shall be released automatically and terminated without any further action. In connection with the foregoing, the Collateral Agent shall, at Borrower’s expense, promptly execute and file in the appropriate location and deliver to Borrower and each such Guarantor or Guarantor’s designee such termination and full or partial release statements or confirmation thereof, as applicable, and do such other things as are necessary to release the liens to be released pursuant hereto promptly upon the effectiveness of any such release.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.183.18, Section 4,01(1) and Section 5.15, with respect to any personal property acquired after the Closing Date by any Credit Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) 60 days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion discretion, (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed (except in the case of certain mortgages of Material Property) documents as the Administrative Agent or the Collateral Agent shall reasonably deem reasonably necessary to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal law, including the filing of financing statements and intellectual property security agreements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrowers Borrower and the other Credit Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed (except in the case of certain mortgages of Material Property) documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.185.15, upon the formationformation or acquisition of, acquisition or the re-designation of an Unrestricted Subsidiary as as, a Restricted Subsidiary or of any new direct or indirect that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition Acquisition, or otherwise merged out of existence or dissolved, within sixty (60) 60 days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent)Subsidiary, within sixty (60) 60 days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers Borrower shall: (1i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes constitute Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document and not previously so delivered, together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable, and all other Collateral that is required to be delivered pursuant to the Security Agreements or other applicable Security Document and not previously so delivered; and (2ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute and deliver a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or or, to the extent the Borrower elects to join such Subsidiary as a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agentin compliance with Section 2.24 hereof, and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, and (B) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements and intellectual property security agreements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, provided that, with respect to (y) any no pledge of any Excluded Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”)required, and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” (except with respect to Equity Interests and certain debt instruments), leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon Subject to the terms of the Security Documents and Section 5.15, upon the acquisition of any new Material Property: (1i) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), the applicable Credit Party shall furnish to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2ii) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, applicable Credit Party shall grant to the Collateral Agent with respect to a security interest in such Material PropertyProperty and deliver a mortgage, deed of trust or deed to secure debt in a form reasonably satisfactory to the Collateral Agent (a “Mortgage”) as additional security for the Obligations (which, if reasonably requested by the Administrative Agent, shall be accompanied by a customary legal opinion) and deliver to the Administrative Agent, a completed “Life-of- Loan” Federal Emergency Management Agency standard flood hazard determination, together with a notice executed by such Credit Party about special flood hazard area status, if applicable, in respect of such Mortgage.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and this Section 5.185.11, with respect to any personal property Property acquired after the Closing Date by any Credit Loan Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens Lien created by any of the Security Document Documents but is not so subject (but, in any event, excluding any Equity Interest of a Foreign Subsidiary not required to a Lien thereunderbe pledged pursuant to the last sentence of Section 5.11(b)), but promptly (and in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days 20 Business Days after the acquisition thereof, or such longer period thereof as may be extended with the consent of the Administrative Agent may approve in each case in its sole discretion discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral Property subject to no Liens other than Permitted Liens, Collateral Liens and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document Documents in accordance with all applicable U.S. state and federal lawLegal Requirements, including the filing of financing statements (including fixture filings and transmitting utility filings, as applicable) in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrowers Borrower and the other Loan Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on against such after-acquired Collateralproperties. (b) Subject With respect to the terms of the Security Documents and Section 5.18, upon the formation, acquisition (x) any Person that is or re-designation of an Unrestricted Subsidiary as becomes a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Domestic Subsidiary (other than any Excluded Subsidiary) of a Loan Party after the Closing Date (other than a merger an Excluded Subsidiary) or (y) any Wholly Owned Domestic Subsidiary formed in connection with a Permitted Acquisition so long as such merger of Borrower that is an Excluded Subsidiary is merged out of existence that ceases to be an Excluded Subsidiary (whether pursuant to the definition thereof, the definition of Immaterial Subsidiary or otherwise), promptly (and in any event within 20 Business Days after such Permitted Acquisition within sixty (60) days Person becomes a Subsidiary as may be extended with the consent of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon (i) except to the extent any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (of the following constitutes Property that is excluded as reasonably determined by Collateral under the Borrower Agent)Security Agreement, within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC)owned by a Loan Party, together with undated Equity Interest stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Loan Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Loan Party or Additional Guarantor, as applicable; and and (2ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or and a co-borrowerPledgor or, at Borrower Agent’s election upon delivery in the case of applicable customary “know your customer” information as may be a Foreign Subsidiary, if reasonably requested by the Administrative Agent or the Collateral Agent, execute a security document compatible with the laws of such Foreign Subsidiary’s jurisdiction (and in form and substance reasonably satisfactory to the Collateral Agent) to cause such Subsidiary to become a Guarantor and a Pledgor, (B) deliver opinions of counsel to Borrower in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, and (BC) to take all actions reasonably necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents Document to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements Security Document in accordance with all applicable U.S. Requirements of LawLegal Requirements, including the filing of financing statements (including fixture filings and transmitting utility filings, as applicable) or equivalent registrations in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, that, with respect to (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon With respect to any Person that is or becomes a Subsidiary of a Loan Party after the acquisition of Closing Date, promptly (and in any new Material Property: (1) event within fifteen (15) 20 Business Days after such acquisition (Person becomes a Subsidiary as such period may be extended by with the consent of the Administrative Agent in its sole discretion), furnish ) execute and deliver to the Collateral Agent (i) a description of counterpart to the Intercompany Note and (ii) if such Material Property Subsidiary is a Loan Party, an endorsement to the Intercompany Note (undated and endorsed in detail reasonably satisfactory blank) in the form attached thereto, endorsed by such Subsidiary. (d) (A) Promptly grant to the Collateral Agent; and Agent (2) and in any event within ninety (90) days after such 20 Business Days of the acquisition (thereof as such period may be extended by with the consent of the Administrative Agent in its sole discretion)) a security interest in and Mortgage on (i) each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, deliver together with any improvements thereon, individually has a mortgage Fair Market Value of at least $1,000,000 and take (ii) each leased Real Property of such other perfection actions requested by Loan Party of a “company-controlled” data center (unless the Collateral Agent otherwise consents or the applicable Loan Party shall have used all commercially reasonable efforts to obtain, but failed to obtain, such Mortgage), in its reasonable discretioneach case, as additional security for the Secured Obligations (unless the subject Property is already mortgaged to a third party to the extent permitted by Section 6.02(i)). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected first priority Liens subject only to Permitted Collateral Liens. Such Loan Party shall promptly deliver to the Collateral Agent (and in any event within 20 Business Days as may be extended with the consent of the Administrative Agent in its sole discretion) a Landlord Access Agreement with respect to each Data Center Lease (unless the applicable Loan Party shall have used all commercially reasonable efforts to obtain, but failed to obtain, such Landlord Access Agreements). The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by applicable Legal Requirements to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, enforceability, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, but not limited to, a Title Policy, a Survey and environmental assessments (only with respect to such Material PropertyReal Property owned in fee by such Loan Party) and local counsel opinion in respect of such Mortgage, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent).

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.18, with With respect to any personal property acquired after the Closing Date by any Credit Loan Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens Lien created by any Security Document of the Collateral Documents but is not so subject to a Lien thereundersubject, but promptly (and in any event subject to the terms, conditions and limitations thereunder, within sixty (60) 90 days after the acquisition thereof, or such longer period as may be agreed to the Administrative Agent may approve in each case in its sole discretion discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Collateral Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral property subject to no Liens other than Permitted Liens, Liens and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Collateral Document in accordance with all applicable U.S. state and federal requirements of law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent. The Borrowers Company shall otherwise take such actions and execute and/or deliver to the Collateral Administrative Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Collateral Documents on such after-acquired Collateralproperties. (b) Subject With respect to the terms of the Security Documents and Section 5.18, upon the formation, acquisition any Person that is or re-designation of an Unrestricted Subsidiary as becomes a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Domestic Subsidiary (other than any Excluded Subsidiary(1) a Domestic Subsidiary of a Foreign Subsidiary that is a CFC or (2) a Domestic Subsidiary that owns (directly or through one or more entities that are disregarded for U.S. federal income tax purposes) no material assets other than Equity Interests in one or more Foreign Subsidiaries that are CFCs) that is a Material Subsidiary after the Closing Date (other than i) cause such new Domestic Subsidiary, promptly (and in any event within 90 days after such Person becomes a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) days of its formation thereof (Material Subsidiary, or such later date longer period as permitted may be agreed to by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent), within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and (2) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Guaranty and Security Agreement Joinder and (B) to take all actions necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Security Agreement or to be duly perfected to the extent required by such comparable documentation to become a Subsidiary Guarantor or a co-borroweragreement in accordance with all applicable requirements of law, at Borrower Agent’s election upon delivery including the filing of applicable customary “know your customer” information financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. (c) With respect to any Person that becomes a Specified Pledgor or any Specified Pledgor that acquires Equity Interest of a first tier Foreign Subsidiary, and within 90 days (x) if such Specified Pledgor is not party to the Pledge Agreement, cause such Specified Pledgor to execute a joinder agreement to the Security Agreement, Pledge Agreement in substantially in the form annexed thereto, thereto and (By) cause such Specified Pledgor to take all actions reasonably necessary or advisable to cause the Lien Liens created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents Pledge Agreement to be duly perfected under U.S. federal and applicable state law to the extent required by the Pledge Agreement. (d) For the avoidance of doubt and notwithstanding anything to the contrary in any of the Loan Documents, in no event shall any (i)(x) non-Wholly Owned Subsidiary or (y) newly-formed Subsidiary that is intended to be and becomes a non-Wholly Owned Subsidiary within 90 days of its formation, be required to become a Guarantor or party to the Security Agreement; and (ii) action in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction). (e) No Real Property shall be included in accordance the Borrowing Base as of the Closing Date. Following the Closing Date, the Company will grant and cause each of the other Borrowers and the Guarantors to grant to the Administrative Agent security interests in, and Mortgages on, any Real Property of such Loan Parties that the Company designates to be included in the Borrowing Base pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Company, which security interest and Mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens and record, register or file, and cause each such Subsidiary to record, register or file, the Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent (for the benefit of the Secured Parties) required to be granted pursuant to the Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording, registration or filing provided, however, that in no event shall a Mortgage be deemed executed and delivered to Administrative Agent until the Administrative Agent has received all applicable U.S. Requirements certificates, acknowledgments, evidence and other materials required under clause (c) of Law, including the filing definition of financing statements in such U.S. jurisdictions as may be reasonably requested “Related Real Property Documents.” Unless otherwise waived by the Administrative Agent or the Collateral Agent; provided, thatapplicable Lender (solely with respect to clause (i)(B) below), with respect to each such Mortgage, the Borrowers shall cause the following requirements to be satisfied with respect to such Real Property: (yi) the Administrative Agent shall have received: (A) (i) counterparts of each Mortgage to be entered into with respect to each such Real Property duly executed and delivered by the record owner of such Real Property and suitable for recording, registering or filing (together with any pledge of any Equity Interests owned by other forms or undertakings that are required or customary to effect such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries)recording, (i)(Aregistration or filing) in all filing, registration or recording offices that the case Administrative Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the time of Equity Interests of any first-tier Foreign Subsidiary that is a CFCfiling, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco registration or recordation thereof and (ii) such pledge counterparts of each Mortgage shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect have been deemed released and delivered to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon the acquisition of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), furnish pursuant to the Collateral Agent a description terms of such Material Property in detail reasonably satisfactory to the Collateral Agentthis Agreement; and (2B) within ninety all of the Related Real Property Documents for such Real Property; and (90ii) days after such acquisition (as such period may be extended by confirmation from the Administrative Agent in its sole discretion), deliver a mortgage that all flood insurance due diligence and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent flood insurance compliance with respect to such Material PropertyReal Property has been completed.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.183.18, Section 4.01(k), Section 5.11 and Section 5.15, with respect to any personal property created or acquired after the Closing Date by any Credit Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion discretion, (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents documents, including, without limitation, customary legal opinions as the Administrative Agent or the Collateral Agent shall reasonably deem reasonably necessary to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrowers Borrower and the other Credit Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired after‑acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.185.15, upon the formationformation or acquisition of, acquisition or the re-designation of an Unrestricted Subsidiary as as, a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition or otherwise merged out of existence or dissolved within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower AgentBorrower), within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers Borrower shall: (1i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes constitute Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document and not previously so delivered, together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and (2ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower(including, at Borrower Agent’s election upon delivery of without limitation, (1) all documentation and other information with respect to such new Restricted Subsidiary required by regulatory authorities under applicable customary “know your customer” information and anti-money laundering rules and regulations, including without limitation the Patriot Act, and (2) customary secretary’s certificates with respect to each new Restricted Subsidiary attaching such documents as may be reasonably requested were delivered by the Administrative Agent, original Subsidiary Guarantors on the Closing Date) and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, and (B) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state and local law to the extent required by such agreements in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, that, with respect to provided that (x) no pledge of Excluded Equity Interests shall be required and (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” (except with respect to Equity Interests and certain debt instruments) shall be required to be taken. For the avoidance of doubt, the Credit Parties shall be under no obligation to deliver any leasehold mortgages, landlord waivers or collateral access agreements shall be required with respect to be entered intoReal Property. (c) Upon the acquisition of any new Material Property: (1i) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), the applicable Credit Party shall furnish to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2ii) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, applicable Credit Party shall grant to the Collateral Agent with respect to a security interest in such Material PropertyProperty and deliver a mortgage, deed of trust or deed to secure debt in a form reasonably satisfactory to the Collateral Agent (a “Mortgage”) as additional security for the Obligations (which, if reasonably requested by the Administrative Agent, shall be accompanied by a customary legal opinion) and deliver to the Administrative Agent, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination, together with a notice executed by such Credit Party about special flood hazard area status, if applicable, in respect of such Mortgage.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.183.18, Section 4.01(l) and Section 5.15, with respect to any personal property acquired after the Closing Date by any Credit Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion discretion, (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably deem reasonably necessary to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law (or, solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary) on such Collateral subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal lawlaw (or, including solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary), including, in the case of Domestic Subsidiaries that are Guarantors, the filing of financing statements and intellectual property security agreements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrowers Borrower and the other Credit Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee designee, including the First Lien Collateral Agent, pursuant to any Intercreditor Agreement) such New York law (or, solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary) governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.185.15, upon the formationformation or acquisition of, acquisition or the re-designation of an Unrestricted Subsidiary as as, a Restricted Subsidiary or of any new direct or indirect that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition Acquisition, or otherwise merged out of existence or dissolved, within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or ), upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or upon Borrower’s determination (in its sole discretion) that an Excluded Subsidiary shall be joined as reasonably determined by the Borrower Agent)a Guarantor, within sixty (60) days after such formation, acquisition, designation designation, determination or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers Borrower shall: (1i) if such Subsidiary is a Wholly-Owned Restricted Subsidiary that is a Credit Party or of a Foreign Subsidiary that is a Credit Party and in whose jurisdiction of organization the following is customary in similar financing transactions, deliver to the Collateral Agent (or to the First Lien Collateral Agent, subject to the provisions of the First Lien/Second Lien Intercreditor Agreement or any other applicable Intercreditor Agreement) the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes constitute Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document and not previously so delivered, together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable, and all other Collateral that is required to be delivered pursuant to the Security Agreements or other applicable Security Document and not previously so delivered; and (2ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded SubsidiariesSubsidiaries (other than any Excluded Subsidiary the Borrower elects in its sole discretion to join as a Guarantor)), (A) to execute and deliver a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or or, to the extent the Borrower elects to join such Subsidiary as a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agentin compliance with Section 2.24 hereof, and (if such subsidiary is a Domestic Subsidiary) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, or (if such Subsidiary is a Foreign Subsidiary that is an Excluded Subsidiary the Borrower elects in its sole discretion to join as a Guarantor) such security documentation as may be customary in its jurisdiction of organization, as reasonably agreed between the Borrower and the Administrative Agent, and (B) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security DocumentsDocuments and, as applicable, the Agreed Security Principles) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law (or, solely with respect to any Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Foreign Subsidiary) to the extent required by such agreements in accordance with all applicable U.S. Requirements of Law, (or, solely with respect to any Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Foreign Subsidiary), including (in the case of a Domestic Subsidiary that is not a Guarantor) the filing of financing statements and intellectual property security agreements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, provided that, with respect to (y) any no pledge of any Excluded Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”)required, and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” (except with respect to Equity Interests and certain debt instruments), mortgage, deed of trust, deed to secure debt, leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon into under the acquisition laws of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (jurisdiction. Notwithstanding anything to the contrary, in the event that the Borrower shall at any time desire to join a Foreign Subsidiary that is an Excluded Subsidiary as such period may be extended by a Guarantor organized under the laws of any jurisdiction that is reasonably acceptable to the Administrative Agent (in its sole and reasonable discretion), the Borrower and the Administrative Agent shall reasonably negotiate in good faith to amend this Agreement to subject guarantee and collateral requirements vis-à-vis any such Foreign Subsidiary that is an Excluded Subsidiary that Borrower elects (in its sole discretion) to join as a Guarantor, to “agreed security principles” that are customary for the jurisdiction of organization of such Foreign Subsidiary for facilities substantially similar to those provided for in this Credit Agreement (the “Agreed Security Principles”), furnish to and all guarantee and collateral requirements hereunder and under the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion)other Loan Documents shall, deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to such Material PropertyForeign Subsidiary Guarantor, be subject in all cases to such Agreed Security Principles.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.185.17, with respect to any personal property (other than owned Real Property, which is covered in Section 5.10(c) below) acquired after the Closing Date by any Credit Loan Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens Lien created by any of the Security Document Documents (but excluding, for the avoidance of doubt, any assets that are Excluded Collateral) but is not so subject to a Lien thereundersubject, but promptly (and in any event subject to the terms, conditions and limitations thereunder, within sixty 3060 days (60) days after the acquisition thereof, or such longer period as may be agreed to by the Administrative Lender RepresentativeCollateral Agent may approve in each case in its sole discretion (acting at the direction of the Required Lenders)) after the acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Lender RepresentativeCollateral Agent (acting at the direction of the Required Lenders) shall reasonably deem necessary or the Collateral Agent shall deem reasonably necessary advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, subject to any Permitted Revolving Credit Facility Intercreditor Agreement, a first-priority Lien under applicable U.S. state and federal law on such Collateral property subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal lawRequirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative AgentCollateral Agent or the Lender Representative(acting at the direction of the Required Lenders). The Borrowers Notwithstanding anything to the contrary contained in this Agreement, (x) other than with respect to any Foreign Subsidiary (other than the ▇▇▇▇▇▇▇ German Subsidiaries) that the Borrower has elected, in its sole discretion, to cause to become a Guarantor, in no event shall otherwise any Company be required to take any action in any non-U.S. jurisdiction or under any laws of any non-U.S. jurisdiction to create any security interests (including the execution of any pledge agreements or security agreements governed under the laws of any non-U.S. jurisdiction) in assets located or titled outside of the United States or to perfect or make enforceable any security interests in any such actions assets. and execute and/or (y) no perfection through control agreements or perfection by “control” shall be required with respect to any assets (other than delivering certificated securities and instruments (other than Excluded Collateral), in which a security interest can be perfected by physical control, in each case to the extent expressly required hereunder or under the Security Agreement) under the Loan Documents. (b) Promptly (and in any event within 3060 days (or such longer period as may be agreed to by the Lender Representative)Collateral Agent (at the direction of the Required Lenders))) after any person (i) becomes a Wholly Owned Domestic Subsidiary of Holdings (other than an Excluded Subsidiary) after the Closing Date, (ii) ceases to be an Excluded Subsidiary after the Closing Date (but remains a Wholly Owned Domestic Subsidiary of Holdings) or (iii) who is an Excluded Subsidiary but with respect to whom the Borrower has elected, in its sole discretion, to cause to become a Guarantor, in each case, (A) deliver to the Collateral Agent (or the administrative or collateral agent under any Permitted Revolving Credit Facility on its non-fiduciary agent or designee behalf pursuant to any the applicable Permitted Revolving Credit Facility Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.18, upon the formation, acquisition or re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent), within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC)Subsidiary, together with undated Equity Interest stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Loan Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Loan Party or Additional Guarantor, as applicable; and and (2B) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A1) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agent, and a joinder agreement to the Security AgreementAgreement and/or each other applicable Security Document (other than, if applicable, any Mortgages that may be required with respect to owned Real Property, which are addressed in Section 5.10(c) below), substantially in the form annexed thereto, thereto and (B2) to take all actions reasonably necessary or advisable in the reasonable opinion of the Administrative Agent, the Collateral Agent or the Lender Representative(acting at the direction of the Required Lenders) to cause the Lien created on by the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the Security Agreement and/or any other applicable Security Documents) by the applicable Security Documents Document to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements hereby and thereby in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Collateral Agent; providedLender Representative(acting at the direction of the Required Lenders), thatbut excluding, other than with respect to (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Foreign Subsidiary (other than the ▇▇▇▇▇▇▇ German Subsidiaries) that the Borrower has elected, in its sole discretion, to cause to become a Guarantor, all actions in any non-U.S. jurisdiction or to create and perfect any security interests under any non-U.S. laws; provided, that no Excluded SubsidiariesSubsidiary shall be required to guarantee the Obligations and any election to cause an Excluded Subsidiary to guarantee the Obligations shall be at the Borrower’s sole discretion. Notwithstanding the foregoing, including Section 5.10(a), in no event shall (i)(Ai) in the case of Equity Interests assets of any first-tier Foreign Subsidiary that is a CFC, such pledge shall CFC or CFC Holdco be limited required to 100% secure the Obligations of the non-voting Equity Interests a Loan Party or (if anyii) and more than 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary that is a first-tier CFC or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall first-tier CFC Holdco be required to be entered intosecure the Obligations. (c) Upon Promptly grant to the Collateral Agent, within 90120 days (or such longer period as may be agreed to by the Lender RepresentativeCollateral Agent (acting at the direction of the Required Lenders)) of the acquisition of any new Material Property: (1) within fifteen (15) Business Days thereof, a security interest in and Mortgage on each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date, except to the extent such acquisition (as such period may Real Property constitutes Excluded Collateral. Such Mortgages shall be extended by the Administrative Agent granted pursuant to documentation reasonably satisfactory in its sole discretion), furnish form and substance to the Collateral Agent a description (acting at the direction of the Required Lenders) and, upon recording in the applicable land records and subject to any Permitted Revolving Credit Facility Intercreditor Agreement, shall constitute valid and enforceable perfected first-priority Liens subject to Permitted Liens. The Mortgages or instruments related thereto shall be duly recorded or filed in such Material Property manner and in detail reasonably satisfactory such places as are required by law to establish, perfect, preserve and protect the Collateral Agent; and (2) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent Liens in its sole discretion), deliver a mortgage and take such other perfection actions requested by favor of the Collateral Agent required to be granted pursuant to the Mortgages. In the event any owned Real Property is located in its reasonable discretiona jurisdiction which imposes mortgage recording taxes, or intangibles tax or any similar fees or charges, such Mortgage shall only secure an amount equal to the fair market value of such Real Property as reasonably determined by the Borrower in good faith. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent with respect such documents as the Collateral Agent or the Required Lenders shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such Material after-acquired Real Property.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.18this ‎Section 5.10, with respect to any personal property Property acquired after the Closing Date by any Credit Loan Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens Lien created by any of the Security Document Documents but is not so subject (but, in any event, excluding any Equity Interest of a Subsidiary not required to a Lien thereunderbe pledged pursuant to the last sentence of ‎Section 5.10(b) and any Excluded Asset), but promptly (and in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof, thereof or such longer period as may be agreed to in writing by the Administrative Agent may approve in each case in its sole discretion Agent) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such Property under applicable U.S. state and federal law on (and applicable foreign law unless the Collateral Agent shall determine in its sole discretion that the cost of complying with such Collateral applicable foreign law is excessive in relation to the value of the security to be afforded thereby) subject to no Liens other than Permitted Liens, (ii) to the extent (A) the value of such after-acquired Property would constitute a material portion of the Collateral as a whole, and (iiB) requested by the Administrative Agent or the Collateral Agent, deliver customary and reasonable opinions of counsel to the Borrower in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, and (iii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document Documents in accordance with all applicable U.S. state and federal lawLegal Requirements, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative AgentAgent or the Collateral Agent and the delivery of Control Agreements (as defined in the Security Agreement) for the benefit of the Administrative Agent to the extent required pursuant to the Security Agreement. The Borrowers Subject to the limitations set forth herein and in the other Loan Documents, the Borrower and the other Loan Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on against such after-acquired CollateralProperties. (b) Subject With respect to the terms any person that is or becomes a Subsidiary of the Security Documents and Section 5.18, upon the formation, acquisition or re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) Loan Party after the Closing Date (other than (x) Excluded Subsidiaries or (y) a merger Subsidiary subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon , the applicable Loan Party shall promptly (and in any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent), event within sixty (60) days after such formation, acquisition, designation or cessation, person becomes a Subsidiary or such longer period as may be agreed to in writing by the Administrative Agent may approve in its reasonable discretion, the Borrowers shall:Agent) (1i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC)Subsidiary, together with undated Equity Interest stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity InterestsInterests (provided that if the Equity Interests of such Subsidiary is not represented by certificates, the Borrower shall not be required to cause such Equity Interests to be certificated), and all intercompany notes notes, if any (subject to the limitations set forth in the Security Agreement), owing from such Wholly Owned Restricted Subsidiary to any Credit Loan Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Loan Party or Additional Guarantor, as applicable; and and (2ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or to cause such comparable documentation Subsidiary to become a Subsidiary Guarantor or and a co-borrowerPledgor, at (B) deliver opinions of counsel to the Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be in form and substance, and from counsel, reasonably requested by satisfactory to the Administrative Agent, and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, and (BC) to take all actions reasonably necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents Document to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements Security Document in accordance with all applicable U.S. Requirements of LawLegal Requirements, including the filing of financing statements (or equivalent registrations) in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided. Notwithstanding the foregoing, that, with respect to (y1) any pledge of any Equity Interests owned by of a Subsidiary that is either a CFC or a U.S. Foreign Holdco that is required to be delivered to the Collateral Agent pursuant to clause (i) of the preceding sentence may be limited to (A) Voting Stock representing 65% of the total voting power of all outstanding Voting Stock of such Wholly Owned Restricted Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary (other than Excluded Subsidiariesexcept that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this ‎Section 5.10(b)) if delivery in excess of such limits would result in material adverse tax consequences to the Borrower and its Subsidiaries as reasonably determined by Borrower and the Administrative Agent and (2) a Subsidiary shall not be required to take the actions specified in clause (ii) of the preceding sentence to the extent such Subsidiary (v) is prohibited from taking such actions by applicable law, rule or regulation or by any contractual obligation existing at the time of acquisition thereof after the Closing Date (to the extent such contractual obligation was not created in contemplation of such acquisition) for so long as such prohibition exists, (i)(Aw) in would require governmental (including regulatory) consent, approval, license or authorization to the case of Equity Interests of any first-tier Foreign Subsidiary that extent such consent, approval, license or authorization has not been received upon the Loan Parties using commercially reasonable efforts to acquire the same or (x) is a CFC, a direct or indirect Domestic Subsidiary of a CFC or a U.S. Foreign Holdco if taking such pledge actions would result in material adverse tax consequences to the Borrower and its Subsidiaries as reasonably determined by Borrower and the Administrative Agent. Notwithstanding the foregoing, no actions shall be limited required to 100% of the be taken in any U.S. or non-voting Equity Interests (if any) and 65% U.S. jurisdiction to create or perfect any security interest with respect to any such Subsidiary, including the delivery of any security agreements or pledge agreements governed under the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests laws of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% or non-U.S. jurisdiction. (c) [reserved]. (d) Promptly (and in any event within 90 days of the non-voting Equity Interests (if anyacquisition thereof or such longer period as may be agreed to in writing by the Administrative Agent) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect grant to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining Collateral Agent a security interest therein exceeds in and Mortgage on each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the practical benefit Closing Date and that, together with any improvements thereon, individually has a Fair Market Value of at least $2,000,000, as additional security for the Secured Obligations (unless the subject Property is already mortgaged to a third party to the Lenders afforded thereby, as mutually extent permitted by ‎Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and reasonably determined by substance to the Administrative Agent and the Borrower Collateral Agent and shall constitute valid and enforceable perfected first priority Liens subject only to Permitted Liens. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by applicable Legal Requirements to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full by each applicable Loan Party. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or (E) Equity Interests where a pledge therein is prohibited the Collateral Agent shall reasonably require to confirm the validity, enforceability, perfection and priority of the Lien of any existing Mortgage or restricted by applicable law new Mortgage against such after-acquired Real Property (including any requirement a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Collateral Agent) in respect of such Mortgage) and shall take such actions relating to obtain under applicable law insurance with respect to such after-acquired Real Property and execute and/or delivery to the Collateral Agent such environmental reports, zoning reports, insurance certificates, flood determinations and evidence of flood insurance (in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent) and other documentation (including with respect to title and flood insurance), in each case in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent, as the Collateral Agent shall reasonably request. Notwithstanding the foregoing, “Excluded Pledges”), (i) any fee owned real property with a Fair Market Value of less than $2,000,000 (with the amount secured by such mortgage limited to the Fair Market Value of the applicable fee owned real property (to the extent that such real property is located in a jurisdiction that imposes a mortgage recording tax based on the amount of debt secured by the respective mortgage) and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be with any required mortgages on properties with a value greater than such amount being permitted to be entered into. (c) Upon delivered within 90 days after the acquisition of any new Material Property: (1) within fifteen (15) Business Days after such acquisition Closing Date (as such period date may be extended by the Administrative Agent in its sole discretion)) and all leasehold interests in real property (other than leaseholds of manufacturing or distribution centers that secure (or were otherwise required to secure) the obligations under any of the debt to be repaid as part of the Refinancing, furnish although the Borrower shall only be required to use its commercially reasonable efforts to obtain any third party consents that may be required to grant such leasehold mortgage) and (ii) no action will be required with respect to any fee-owned Real Property located outside the Collateral Agent a description of such Material United States. With respect to any Real Property that is ground leased, the Loan Party shall use commercially reasonable efforts to obtain estoppels and consents from the applicable ground lessors in detail form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; and. Upon receipt of any required consents, the Loan Party will deliver all other deliverables required pursuant to this Section ‎5.10(d). (e) Notwithstanding the foregoing provisions of this Section 5.10 or any other provision in this Agreement or of any other Loan Document, (i) none of the Loan Parties shall be required to grant a security interest in any Excluded Assets, (ii) none of the Loan Parties shall be required to perfect any pledges, security interests and mortgages in the Collateral by any means other than (A) filings pursuant to the Uniform Commercial Code in the office of the Secretary of State of the relevant State and (2) within ninety (90) days after such acquisition (as such period may be extended by filings in the Administrative Agent in its sole discretion), deliver a mortgage United States Patent and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent Trademark Office and United States Copyright Office with respect to intellectual property as expressly required in the Security Documents, (B) Mortgages in respect of Mortgaged Properties to be filed in the applicable recording office(s) of the counties in which the Mortgaged Property is located (and, if required or customary in the jurisdiction where such Material PropertyMortgaged Properties are located, fixture filings) and (C) subject to any intercreditor arrangements entered into pursuant to this Agreement, delivery to the Lender of all certificates evidencing equity interests required to be delivered in order to perfect the Lender’s security interest therein, and intercompany notes and other instruments to be held in its possession, in each case as expressly required in the Security Documents.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and this Section 5.185.11, with respect to any personal property acquired after the Closing Date by any Credit Loan Party that constitutes “Collateral” (other than Excluded Property) under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) 30 days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. United States state and federal law (and applicable foreign law, unless the Administrative Agent shall determine in its reasonable discretion in consultation with Borrower that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby) on such Collateral property subject to no Liens other than Permitted Liens, and (ii) to the extent reasonably requested by the Administrative Agent, deliver opinions of counsel to Borrower in form and substance, and from counsel, reasonably acceptable to the Administrative Agent and (iii) other than Excluded Perfection Actions, take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and United States state, federal lawor local Legal Requirements, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrowers Borrower and the other Loan Parties shall otherwise take such actions (other than Excluded Perfection Actions) and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateralproperties. (b) Subject With respect to the terms of the Security Documents and Section 5.18, upon the formation, acquisition any (x) Person that is or re-designation of an Unrestricted Subsidiary as becomes a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any Excluded an Immaterial Subsidiary) of a Loan Party after the Closing Date (other than a merger Subsidiary subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary subsidiary is merged out of existence pursuant to such Permitted Acquisition within sixty (60) 30 days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon (y) any Excluded Subsidiary ceasing designated as an Immaterial Subsidiary that fails to constitute an Excluded Subsidiary (as reasonably determined by comply with the Borrower Agent)requirements set forth in the definition of “Immaterial Subsidiaries”, within sixty (60) 30 days after such formation, acquisition, designation Person becomes a Subsidiary or cessationceases to be an Immaterial Subsidiary, or such longer period as the Administrative Agent may approve in its reasonable sole discretion, the Borrowers shall: (1i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC)Subsidiary, together with undated Equity Interest stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Loan Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Loan Party or Additional Guarantor, as applicable; and and (2ii) cause any such new Wholly Owned Restricted Subsidiary except any Foreign Subsidiary that is a controlled foreign corporation (except Excluded Subsidiaries), as defined in Section 957 of the Code) (Aa “CFC”) (1) to execute a Joinder Agreement or such comparable documentation joinder agreement, in the form attached as Exhibit 3 to the Security Agreement, to become a Subsidiary Guarantor hereunder and a Pledgor (as defined in the Security Agreement) under Security Agreement and, in the case of a Foreign Subsidiary (other than a CFC) (unless the Administrative Agent shall determine in its reasonable discretion in consultation with Borrower that the cost of complying with applicable foreign law is excessive in relation to the value of the security to be afforded thereby), execute such other Security Documents as are compatible with the laws of such Foreign Subsidiary’s jurisdiction and are necessary or advisable, in the reasonable judgment of the Administrative Agent, to provide for a co-borrowervalid and perfected security interest in the Collateral held by such Foreign Subsidiary, at Borrower in form and substance reasonably satisfactory to the Administrative Agent’s election upon delivery of applicable customary “know your customer” information as may be , (2) to the extent reasonably requested by the Administrative Agent, to deliver opinions of counsel to such Foreign Subsidiary (other than a CFC) in form and a joinder agreement substance, and form counsel, reasonably satisfactory to the Security Agreement, substantially in the form annexed thereto, Administrative Agent and (B3) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. United States federal and applicable state law (and applicable foreign law, unless the Administrative Agent shall determine in its reasonable discretion in consultation with Borrower that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby) to the extent required by such agreements in accordance with all applicable U.S. Requirements of LawLegal Requirements, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, that, with respect in the case of a CFC, the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (i) of this Section 5.11(b) shall be limited to (x) 65% of the Voting Stock of any such Subsidiary which is owned directly by Borrower or any Domestic Subsidiary of Borrower and (y) any pledge 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary (which pledge shall be documented under United States law and applicable foreign law, unless the Administrative Agent shall determine in its sole discretion that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby). Notwithstanding the foregoing, no Equity Interests of any Foreign Subsidiary that is not owned directly by such Wholly Owned Restricted Borrower or a Domestic Subsidiary of Borrower shall be pledged hereunder or under any other Loan Document. (c) With respect to any Person that is or becomes a Subsidiary (other than Excluded Subsidiaries)an Immaterial Subsidiary) of a Loan Party after the Closing Date, promptly (i)(Aand in any event within 15 Business Days after such Person becomes a Subsidiary) in execute and deliver to the case of Equity Interests of any first-tier Foreign Subsidiary that is Collateral Agent (i) a CFC, such pledge shall be limited counterpart to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco Intercompany Note and (ii) if such pledge shall not include (A) any Equity Interests in Subsidiary is a joint venture which cannot be pledged without the consent of third parties after giving effect Loan Party, an endorsement to the applicable anti-assignment provisions Intercompany Note (undated and endorsed in blank) in the form attached thereto, endorsed by such Subsidiary. (d) Upon acquisition of any Real Property owned in fee in the United States after the Closing Date that, together with any improvements thereon, individually has a fair market value of at least $2,000,000, promptly give written notice to the Administrative Agent with respect thereof, and grant to the Collateral Agent, within 90 days of the Uniform Commercial Code acquisition thereof (or other applicable lawsuch longer period as the Administrative Agent may approve), (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds in and Mortgage on such Real Property as additional security for the practical benefit Secured Obligations (unless the subject property is already mortgaged to a third party to the Lenders afforded thereby, as mutually extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and reasonably determined by substance to the Administrative Agent and the Borrower Collateral Agent and shall constitute valid and enforceable perfected first priority Liens in the United States under state or local law subject only to Permitted Liens. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by applicable Legal Requirements to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such customary documents as the Administrative Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law the Collateral Agent shall reasonably request (including any requirement (i) a Title Policy, (ii) a Survey, (iii) a local counsel opinion (in form and substance and issued by a party reasonably satisfactory to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Collateral Agent) to obtain under applicable law in respect of such Mortgage, (the foregoing, “Excluded Pledges”)iv) an environmental assessment prepared by any environmental consultant, and (z) no deposit account control agreementsin form and substance, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon the acquisition of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), furnish to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; andAgent that does not disclose any Environmental Claims or the potential for an Environmental Claim and (v) evidence that no improvements located on such Real Property are located in an area designated as a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), unless the applicable Loan Party has complied with Section 5.04(d)(i) with respect thereto). (2e) within ninety (90) On or before the date that occurs 75 days after such the initial acquisition (as such period may be extended of approximately 90% Equity Interests DR Systems, acquire by way of a cash merger the Administrative Agent in its sole discretion), deliver a mortgage and take such other perfection actions requested by remaining approximately 10% of the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to such Material PropertyEquity Interests of DR Systems.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.183.18, Section 4.01(l) and Section 5.15, with respect to any personal property acquired after the Closing Date by any Credit Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion discretion, (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably deem reasonably necessary to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law (or, solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary) on such Collateral subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal lawlaw (or, including solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary), including, in the case of Domestic Subsidiaries that are Guarantors, the filing of financing statements and intellectual property security agreements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrowers Borrower and the other Credit Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law (or, solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary) governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.185.15, upon the formationformation or acquisition of, acquisition or the re-designation of an Unrestricted Subsidiary as as, a Restricted Subsidiary or of any new direct or indirect that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition Acquisition, or otherwise merged out of existence or dissolved, within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or ), upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or upon Borrower’s determination (in its sole discretion) that an Excluded Subsidiary shall be joined as reasonably determined by the Borrower Agent)a Guarantor, within sixty (60) days after such formation, acquisition, designation designation, determination or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers Borrower shall: (1i) if such Subsidiary is a Wholly-Owned Restricted Subsidiary that is a Credit Party or of a Foreign Subsidiary that is a Credit Party and in whose jurisdiction of organization the following is customary in similar financing transactions, deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes constitute Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document and not previously so delivered, together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable, and all other Collateral that is required to be delivered pursuant to the Security Agreements or other applicable Security Document and not previously so delivered; and (2ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded SubsidiariesSubsidiaries (other than any Excluded Subsidiary the Borrower elects in its sole discretion to join as a Guarantor), (A) to execute and deliver a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or or, to the extent the Borrower elects to join such Subsidiary as a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agentin compliance with Section 2.24 hereof, and (if such subsidiary is a Domestic Subsidiary) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, or (if such Subsidiary is a Foreign Subsidiary that is an Excluded Subsidiary the Borrower elects in its sole discretion to join as a Guarantor) such security documentation as may be customary in its jurisdiction of organization, as reasonably agreed between the Borrower and the Administrative Agent, and (B) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security DocumentsDocuments and, as applicable, the Agreed Security Principles) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law (or, solely with respect to any Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Foreign Subsidiary) to the extent required by such agreements in accordance with all applicable U.S. Requirements of Law, (or, solely with respect to any Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Foreign Subsidiary), including (in the case of a Domestic Subsidiary that is not a Guarantor) the filing of financing statements and intellectual property security agreements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, provided that, with respect to (y) any no pledge of any Excluded Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”)required, and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” (except with respect to Equity Interests and certain debt instruments), mortgage, deed of trust, deed to secure debt, leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered into. (c) Upon into under the acquisition laws of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (jurisdiction. Notwithstanding anything to the contrary, in the event that the Borrower shall at any time desire to join a Foreign Subsidiary that is an Excluded Subsidiary as such period may be extended by a Guarantor organized under the laws of any jurisdiction that is reasonably acceptable to the Administrative Agent (in its sole and reasonable discretion), the Borrower and the Administrative Agent shall reasonably negotiate in good faith to amend this Agreement to subject guarantee and collateral requirements vis-à-vis any such Foreign Subsidiary that is an Excluded Subsidiary that Borrower elects (in its sole discretion) to join as a Guarantor, to “agreed security principles” that are customary for the jurisdiction of organization of such Foreign Subsidiary for facilities substantially similar to those provided for in this Credit Agreement (the “Agreed Security Principles”), furnish to and all guarantee and collateral requirements hereunder and under the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion)other Loan Documents shall, deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to such Material PropertyForeign Subsidiary Guarantor, be subject in all cases to such Agreed Security Principles.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.185.15, with respect to any personal property acquired after the Closing Date by any Credit Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion discretion, (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably deem reasonably necessary to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral subject to no Liens other than Permitted Liens, and (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable U.S. state and federal law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrowers and the other Credit Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) Subject to the terms of the Security Documents and Section 5.185.15, upon the formationformation or acquisition of, acquisition or the re-designation of an Unrestricted Subsidiary as as, a Restricted Subsidiary or of any new direct or indirect that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition Acquisition, or otherwise merged out of existence or dissolved, within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower AgentBorrower), within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary that constitute Collateral (other than excluding, for the avoidance of doubt, any Excluded SubsidiariesEquity Interests) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document and not previously so delivered, together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and (2ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or or, to the extent the Borrowers elect to join such Subsidiary as a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agentin compliance with Section 2.24 hereof, and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, and (B) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, provided that, with respect to (y) any no pledge of any Excluded Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”)required, and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” (except with respect to Equity Interests and certain debt instruments), leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered intointo and (C) to the extent such new Wholly Owned Restricted Subsidiary owns any Material Property, cause the requirements set forth in Section 5.10(c) to be satisfied. (c) Upon the acquisition of any new Material Property: (1i) within fifteen (15) thirty Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), the applicable Credit Party shall furnish to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2ii) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, applicable Credit Party shall grant to the Collateral Agent with respect to a security interest in such Material PropertyProperty and deliver a mortgage, deed of trust or deed to secure debt in a form reasonably satisfactory to the Collateral Agent (a “Mortgage”) as additional security for the Obligations (which, if reasonably requested by the Administrative Agent, shall be accompanied by a customary legal opinion, an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Administrative Agent, in form and substance and in an amount reasonably satisfactory to the Administrative Agent, and A.L.T.A. surveys) and deliver to the Administrative Agent, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination, together with a notice executed by such Credit Party about special flood hazard area status, if applicable, in respect of such Mortgage.

Additional Collateral; Additional Guarantors. (a) Subject to the terms of the Security Documents and Section 5.18, with respect to any personal property acquired after the Closing Date by any Credit Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty Within thirty (6030) days after the acquisition thereof, (or such longer period not to exceed ninety (90) days as the Administrative Agent may approve in each case agree in its sole discretion discretion) after (i) execute and deliver to the Administrative Agent and consummation by the Collateral Agent such amendments Borrower or supplements to any Restricted Subsidiary that is (or in connection therewith becomes) a Credit Party of a Permitted Acquisition or a Material Acquisition (including the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral subject to no Liens other than Permitted LiensFourth Amendment DevCo Contribution), and (ii) take each semi-annual period ending on June 30 or December 31, the Borrower shall, and shall cause each Restricted Subsidiary that is (or in connection therewith becomes) a Credit Party and any applicable DevCo to provide to the Administrative Agent, without duplication, copies of all actions reasonably necessary recorded Deeds and/or Rights of Way with respect to cause its Midstream Properties (other than any Immaterial Midstream Property) that have been received or otherwise acquired by the Borrower or any Restricted Subsidiary that is (or in connection therewith becomes) a Credit Party or DevCo (including any such Lien Midstream Properties owned by any Person that is a DevCo or is required to be duly perfected become a Guarantor hereunder in which Equity Interests were acquired) as a result of such Permitted Acquisition or Material Acquisition or during such period, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way (other than Immaterial Midstream Properties) in favor of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. In connection with the foregoing, to the extent required by such Security Document in accordance with all applicable U.S. state and federal law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent. The Borrowers , the Borrower shall otherwise take such actions deliver, or shall cause to be delivered, (x) title and execute and/or deliver extended coverage insurance covering real property subject to the Collateral Agent additional Security Instruments in an amount equal to the purchase price of such interest in real property (or its non-fiduciary agent such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, (y) any consents or designee pursuant to any Intercreditor Agreement) such New York law governed documents as estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validityin connection with such Security Instruments, perfection and priority each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (z) legal opinions, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its property and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with the provisions of the Security Documents on such after-acquired CollateralSections 8.14(b). (b) Subject The Parent and the Borrower shall promptly cause each Material Subsidiary, and any other Restricted Subsidiary that guarantees any Debt of any other Credit Party, to guarantee the Indebtedness pursuant to the terms Guaranty and Security Agreement; provided that the foregoing shall not apply to any DevCo until such time that the DevCo is a Wholly-Owned Subsidiary. In connection with any such guaranty, the Parent and the Borrower shall (i) cause such Restricted Subsidiary to execute and deliver the Guaranty and Security Agreement or a supplement thereto, as applicable, (ii) cause the Credit Party that owns Equity Interests in such Restricted Subsidiary to pledge all of the Security Documents and Section 5.18, upon the formation, acquisition or re-designation Equity Interests of an Unrestricted Subsidiary as a such new Restricted Subsidiary pursuant to the Guaranty and Security Agreement (including, without limitation, delivery (if applicable) of original certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Parent and the Borrower will in connection with any deposit account, securities account or of any new direct or indirect Wholly Owned Restricted Subsidiary commodity account (other than any an Excluded SubsidiaryAccount for so long as it is an Excluded Account) established, held or maintained by a Credit Party after the Closing Date Effective Date, cause such deposit account, securities account or commodity account (other than a merger Subsidiary formed in connection with a Permitted Acquisition an Excluded Account for so long as such merger Subsidiary it is merged out of existence pursuant an Excluded Account) to be subject to a Control Agreement prior to depositing any funds or other Property therein or prior to such Permitted Acquisition within sixty (60) days of its formation thereof deposit account, securities account or commodity account ceasing to become an Excluded Account (or in each case, such later date as permitted agreed by the Administrative Agent in its sole discretion, but not to exceed five (5) Business Days). (d) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by The Parent and the Borrower Agent), within sixty (60) days after shall promptly cause each DevCo to guarantee the Indebtedness pursuant to the DevCo Guaranty. In connection with any such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretionguaranty, the Borrowers shall: Parent and the Borrower shall (1i) cause such DevCo to execute and deliver a DevCo Mortgage, (ii) cause the Credit Party that owns Equity Interests in such DevCo to the Collateral Agent the certificates, if any, representing pledge all of the Equity Interests of each DevCo pursuant to the Guaranty and Security Agreement (including, without limitation, delivery (if applicable) of original certificates evidencing the Equity Interests of such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC)DevCo, together with an appropriate undated Equity Interest stock powers or other appropriate instruments of transfer for each certificate duly executed and delivered in blank by a duly authorized officer of the holder(sregistered owner thereof) of and (iii) execute and deliver such Equity Interestsother additional closing documents, certificates and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to legal opinions as shall reasonably be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and (2) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agent. Upon the date that a DevCo becomes a Wholly-Owned Subsidiary, and (x) the Borrower shall immediately cause such DevCo to execute a joinder agreement and/or supplement to the Guaranty and Security Agreement, substantially in the form annexed thereto, and (B) to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property supersede and be subject to replace the limitations set forth herein and the applicable Security Documents) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law to the extent required DevCo Guaranty executed by such agreements in accordance with all applicable U.S. Requirements of Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, that, with respect to DevCo and (y) any pledge of any Equity Interests owned by such Wholly Wholly-Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited deemed to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of Party (and not a DevCo) under the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered intoLoan Documents. (c) Upon the acquisition of any new Material Property: (1) within fifteen (15) Business Days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), furnish to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2) within ninety (90) days after such acquisition (as such period may be extended by the Administrative Agent in its sole discretion), deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to such Material Property.

Additional Collateral; Additional Guarantors. (a) Subject to the terms and conditions of the Security Documents Intercreditor Agreement, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect and this Section 5.1810.10, with respect to any personal property acquired after the Closing Effective Date by any Credit Transaction Party that constitutes is of the same type as that included as “Pledged Collateral” under any of in the Supply and Offtake Security Documents or Agreement and that is intended to be subject to the Liens Lien created by any of the Supply and Offtake Security Document Documents but is not so subject to a Lien thereunder(which, but for the avoidance of doubt, does not include assets held by any Excluded Subsidiary or Foreign Subsidiary), promptly (and in any event subject to the terms, conditions and limitations thereunder, within sixty (60) 30 days after the acquisition thereof, thereof (or such longer period of time not to exceed an additional 30 days as the Administrative Agent may approve in each case in its sole discretion be permitted by written consent of MLC)) (i) execute and deliver to the Administrative Agent and the Collateral Agent MLC such amendments or supplements to the relevant Supply and Offtake Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent MLC shall deem reasonably necessary or advisable to grant to the Collateral AgentMLC, for its benefit and for the benefit of the other Secured Partiesbenefit, a Lien under applicable U.S. state and federal law on such Collateral property subject to no Liens other than Permitted Liens, and (ii) at the request of MLC, take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Supply and Offtake Security Document in accordance with all applicable U.S. state and federal lawApplicable Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative AgentMLC. The Borrowers Transaction Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) MLC such New York law governed documents as the Administrative Agent or the Collateral Agent MLC shall reasonably require to confirm the validity, perfection and priority of the Lien of the Supply and Offtake Security Documents on such after-acquired Collateralproperties. (b) Subject to the terms and conditions of the Security Documents Intercreditor Agreement, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect and PESRM’s election under Section 5.1810.18, upon the formation, acquisition with respect to any person that is or re-designation of an Unrestricted Subsidiary as becomes a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any an Excluded Subsidiary or Foreign Subsidiary) after the Closing Date Effective Date, promptly (other than a merger Subsidiary formed and in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition any event within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent), within sixty (60) 30 days after such formation, acquisition, designation or cessation, person becomes a Subsidiary) (or such longer period of time not to exceed an additional 30 days as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1be permitted by written consent by MLC)) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of cause such Wholly Owned Restricted new Subsidiary (other than an Excluded SubsidiariesSubsidiary or Foreign Subsidiary) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and (2) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agent, and a joinder agreement to the Supply and Offtake Security Agreement, substantially in the form annexed thereto, and (B) to take all actions reasonably necessary or advisable in the opinion of MLC to cause the Lien created on the Collateral (which shall exclude Excluded Property and be subject to the limitations set forth herein and the applicable Security Documents) by the applicable Supply and Offtake Security Documents Agreement to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements agreement in accordance with all applicable U.S. Requirements of Applicable Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, that, with respect to (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered intoMLC. (c) Upon Subject to the acquisition terms and conditions of the Intercreditor Agreement, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect, and PESRM’s ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. election under Section 10.18, with respect to any new Material Property: Subsidiary (1other than an Excluded Subsidiary or Foreign Subsidiary) within fifteen created or acquired after the Effective Date by PESRM or any Subsidiary other than an Excluded Subsidiary (15) Business Days after such acquisition which, for the purposes of this paragraph (as such period may be extended by the Administrative Agent in its sole discretionc), furnish shall include any existing Subsidiary that ceases to be an Excluded Subsidiary) or Foreign Subsidiary, promptly (i) execute and deliver to MLC such amendments to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2) within ninety (90) days after such acquisition (Supply and Offtake Security Agreement as such period may be extended by the Administrative Agent in its sole discretion)MLC deems, deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to be necessary or advisable to grant to MLC a perfected third lien security interest in the Equity Interests of such new Subsidiary that is owned by any Transaction Party, (ii) either (A) to the extent any Permitted Secured Term Loan Facility is then outstanding, deliver to the Term Loan Administrative Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Subsidiary, and (B) otherwise, deliver to Bank of America, N.A., as agent under the Senior Secured Credit Facility, the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Subsidiary (iii) cause such new Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) (A) to execute a Joinder Agreement or such comparable documentation to become a Guarantor, and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (B) to take such actions reasonably necessary or advisable to grant to MLC a perfected security interest in the Collateral Agent described in the Supply and Offtake Security Agreement with respect to such Material Propertynew Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Supply and Offtake Security Agreement or by law or as may be reasonably requested by MLC, and (C) if requested by MLC, deliver to MLC legal opinions relating to the matters described above, which opinions shall be in form and substance comparable to the applicable opinions delivered on the Effective Date and shall be from counsel reasonably satisfactory to MLC. (d) Subject to the terms and conditions of the Intercreditor Agreement and, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect, with respect to any fee interest in any real property having a value (together with improvements thereof or thereon) of at least $[**] (1) acquired after the Effective Date by PESRM or any Subsidiary which is not an Excluded Subsidiary or a Foreign Subsidiary or (2) owned by any Subsidiary that becomes a party to the Supply and Offtake Security Agreement (in each case other than (x) any such real property subject to a Lien expressly permitted by Section 11.02(d) and (y) real property acquired by any Excluded Subsidiary or Foreign Subsidiary), PESRM or such Subsidiary shall promptly (i) execute and deliver a Mortgage, in favor of MLC covering such real property, (ii) deliver to MLC a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties or parcels thereof with improvements thereon (together with a notice about special flood hazard area status and flood disaster assistance duly executed by PESRM in the event any portion of such Mortgaged Properties are located in a special flood hazard area) and (iii) deliver to MLC such ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. other documentation related to such real property as MLC may reasonably request. For the avoidance of doubt, this clause (e) shall not apply to the North Yard or the West Yard. (e) At any time that a Trigger Event shall have occurred, at the request of MLC, PESRM and each other Transaction Party shall, in the reasonable discretion of PESRM: (a) (i) execute and deliver to MLC such agreements and instruments (or amendments or supplements to the Supply and Offtake Security Agreement) as MLC may deem necessary or advisable to grant to MLC a perfected first priority Lien on all Securities Accounts, Commodities Accounts and other investment accounts of the Transaction Parties (the foregoing accounts, collectively, the “ABL/SOA Investment Accounts”), and on any and all cash, Cash Equivalents, checks, negotiable instruments, security entitlements, securities and other financial assets or other property or investment property credited to or held therein (all of the foregoing, the “Investment Assets”), and (ii) deliver, or cause to be delivered, to MLC a Control Agreement duly authorized, executed and delivered by each bank or financial institution where a Securities Account for the benefit of any Transaction Party is maintained or (b) liquidate all Investment Assets credited to or held in any and all ABL/SOA Investment Accounts and deposit or cause the deposit or credit of the proceeds thereof into the Collection Account for application and distribution in accordance with the Intercreditor Agreement; provided that, any such documentation delivered by any Transaction Party pursuant to this Section 10.10(e) shall provide that any Lien on assets granted pursuant to this Section 10.10(e) shall be released and the Transaction Parties’ obligations with respect to such Trigger Event under this Section 10.10(e) shall cease upon the cure or waiver of such Trigger Event. (f) Notwithstanding anything in this Agreement or any Supply and Offtake Security Document to the contrary, in no event shall the Collateral include, and no Transaction Party or any Subsidiary shall be required to take any action to create, grant or perfect a security interest in, (i) any property or assets that are subject to a jurisdiction other than the United States, any state thereof and the District of Columbia, (ii) any properties and assets as to which MLC determines in its reasonable discretion that the costs of obtaining such security interest are excessive in relation to the value of the security to be afforded thereby, or (iii) Excluded Property (as defined in the Supply and Offtake Security Agreement), other than any Deposit Account which ceases to be an Excluded Deposit Account; provided that, upon the reasonable request of MLC, each Transaction Party shall be required to take any action to create, grant or perfect a security interest in any of MLC Separate Assets and Collateral that are subject to a jurisdiction other than the United States, any state thereof and the District of Columbia in any case where MLC determines in its reasonable discretion that the costs of obtaining such security interest are not excessive in relation to the value of the security to be afforded thereby.

Additional Collateral; Additional Guarantors. (a) Subject to the terms and conditions of the Security Documents Intercreditor Agreement, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect and this Section 5.1810.10, with respect to any personal property acquired after the Closing Effective Date by any Credit Transaction Party that constitutes is of the same type as that included as “Pledged Collateral” under any of in the Supply and Offtake Security Documents or Agreement and that is intended to be subject to the Liens Lien created by any of the Supply and Offtake Security Document Documents but is not so subject to a Lien thereunder(which, but for the avoidance of doubt, does not include assets held by any Excluded Subsidiary or Foreign Subsidiary), promptly (and in any event subject to the terms, conditions and limitations thereunder, within sixty (60) 30 days after the acquisition thereof, thereof (or such longer period of time not to exceed an additional 30 days as the Administrative Agent may approve in each case in its sole discretion be permitted by written consent of MLC)) (i) execute and deliver to the Administrative Agent and the Collateral Agent MLC such amendments or supplements to the relevant Supply and Offtake Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent MLC shall deem reasonably necessary or advisable to grant to the Collateral AgentMLC, for its benefit and for the benefit of the other Secured Partiesbenefit, a Lien under applicable U.S. state and federal law on such Collateral property subject to no Liens other than Permitted Liens, and (ii) at the request of MLC, take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Supply and Offtake Security Document in accordance with all applicable U.S. state and federal lawApplicable Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative AgentMLC. The Borrowers Transaction Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) MLC such New York law governed documents as the Administrative Agent or the Collateral Agent MLC shall reasonably require to confirm the validity, perfection and priority of the Lien of the Supply and Offtake Security Documents on such after-acquired Collateralproperties. (b) Subject to the terms and conditions of the Security Documents Intercreditor Agreement, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect and PESRM’s election under Section 5.1810.18, upon the formation, acquisition with respect to any person that is or re-designation of an Unrestricted Subsidiary as becomes a Restricted Subsidiary or of any new direct or indirect Wholly Owned Restricted Subsidiary (other than any an Excluded Subsidiary or Foreign Subsidiary) after the Closing Date Effective Date, promptly (other than a merger Subsidiary formed and in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition any event within sixty (60) days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower Agent), within sixty (60) 30 days after such formation, acquisition, designation or cessation, person becomes a Subsidiary) (or such longer period of time not to exceed an additional 30 days as the Administrative Agent may approve in its reasonable discretion, the Borrowers shall: (1be permitted by written consent by MLC)) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of cause such Wholly Owned Restricted new Subsidiary (other than an Excluded SubsidiariesSubsidiary or Foreign Subsidiary) that constitutes Collateral and that are “certificated securities” (as defined in Article 8 of the UCC), together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable; and (2) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries), (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or a co-borrower, at Borrower Agent’s election upon delivery of applicable customary “know your customer” information as may be reasonably requested by the Administrative Agent, and a joinder agreement to the Supply and Offtake Security Agreement, substantially in the form annexed thereto, and (B) to take all actions reasonably necessary or advisable in the opinion of MLC to cause the Lien created on ** Certain information in this document has been omitted and filed separately with the Collateral (which shall exclude Excluded Property Securities and be subject Exchange Commission. Confidential treatment has been requested with respect to the limitations set forth herein and the applicable Security Documents) omitted portions. created by the applicable Supply and Offtake Security Documents Agreement to be duly perfected under U.S. federal and applicable state law to the extent required by such agreements agreement in accordance with all applicable U.S. Requirements of Applicable Law, including the filing of financing statements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided, that, with respect to (y) any pledge of any Equity Interests owned by such Wholly Owned Restricted Subsidiary (other than Excluded Subsidiaries), (i)(A) in the case of Equity Interests of any first-tier Foreign Subsidiary that is a CFC, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary and such pledges shall be documented under New York law and (B) in the case of Equity Interests of any U.S. Foreign Holdco owned directly by a Credit Party, such pledge shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such U.S. Foreign Holdco and (ii) such pledge shall not include (A) any Equity Interests in a joint venture which cannot be pledged without the consent of third parties after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (B) any Equity Interests in Persons in which the Credit Parties own 50% or less of the outstanding Equity Interests of such Person, (C) the Equity Interests of any Immaterial Subsidiary or Unrestricted Subsidiary, (D) Equity Interests where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, as mutually and reasonably determined by the Administrative Agent and the Borrower Agent or (E) Equity Interests where a pledge therein is prohibited or restricted by applicable law (including any requirement to obtain the consent of any governmental authority or third party) or impossible or impracticable (as mutually and reasonably determined by the Administrative Agent and the Borrower Agent) to obtain under applicable law (the foregoing, “Excluded Pledges”), and (z) no deposit account control agreements, securities account control agreement, other perfection actions by “control,” leasehold mortgages, landlord waivers or collateral access agreements shall be required to be entered intoMLC. (c) Upon Subject to the acquisition terms and conditions of the Intercreditor Agreement, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect, and PESRM’s election under Section 10.18, with respect to any new Material Property: Subsidiary (1other than an Excluded Subsidiary or Foreign Subsidiary) within fifteen created or acquired after the Effective Date by PESRM or any Subsidiary other than an Excluded Subsidiary (15) Business Days after such acquisition which, for the purposes of this paragraph (as such period may be extended by the Administrative Agent in its sole discretionc), furnish shall include any existing Subsidiary that ceases to be an Excluded Subsidiary) or Foreign Subsidiary, promptly (i) execute and deliver to MLC such amendments to the Collateral Agent a description of such Material Property in detail reasonably satisfactory to the Collateral Agent; and (2) within ninety (90) days after such acquisition (Supply and Offtake Security Agreement as such period may be extended by the Administrative Agent in its sole discretion)MLC deems, deliver a mortgage and take such other perfection actions requested by the Collateral Agent in its reasonable discretion, to be necessary or advisable to grant to MLC a perfected third lien security interest in the Equity Interests of such new Subsidiary that is owned by any Transaction Party, (ii) either (A) to the extent any Permitted Secured Term Loan Facility is then outstanding, deliver to the Term Loan Administrative Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Subsidiary, and (B) otherwise, deliver to Bank of America, N.A., as agent under the Senior Secured Credit Facility, the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Subsidiary (iii) cause such new Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) (A) to execute a Joinder Agreement or such comparable documentation to become a Guarantor, and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (B) to take such actions reasonably necessary or advisable to grant to MLC a perfected security interest in the Collateral Agent described in the Supply and Offtake Security Agreement with respect to such Material Propertynew Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Supply and Offtake Security Agreement or by law or as may be reasonably requested by MLC, and (C) if requested by MLC, deliver to MLC legal opinions relating to the matters described above, which opinions shall be in form and substance comparable to the applicable opinions delivered on the Effective Date and shall be from counsel reasonably satisfactory to MLC. (d) Subject to the terms and conditions of the Intercreditor Agreement and, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect, with respect to any fee interest in any real property having a value (together with improvements thereof or thereon) of at least $[**] (1) acquired after the Effective Date by PESRM or any Subsidiary which is not an Excluded Subsidiary or a Foreign Subsidiary or (2) owned by any Subsidiary that becomes a party to the Supply and Offtake Security Agreement (in each case other than (x) any such real property subject to a Lien expressly permitted by Section 11.02(d) and (y) real property acquired by any Excluded Subsidiary or Foreign Subsidiary), ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. PESRM or such Subsidiary shall promptly (i) execute and deliver a Mortgage, in favor of MLC covering such real property, (ii) deliver to MLC a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties or parcels thereof with improvements thereon (together with a notice about special flood hazard area status and flood disaster assistance duly executed by PESRM in the event any portion of such Mortgaged Properties are located in a special flood hazard area) and (iii) deliver to MLC such other documentation related to such real property as MLC may reasonably request. For the avoidance of doubt, this clause (e) shall not apply to the North Yard or the West Yard. (e) At any time that a Trigger Event shall have occurred, at the request of MLC, PESRM and each other Transaction Party shall, in the reasonable discretion of PESRM: (a) (i) execute and deliver to MLC such agreements and instruments (or amendments or supplements to the Supply and Offtake Security Agreement) as MLC may deem necessary or advisable to grant to MLC a perfected first priority Lien on all Securities Accounts, Commodities Accounts and other investment accounts of the Transaction Parties (the foregoing accounts, collectively, the “ABL/SOA Investment Accounts”), and on any and all cash, Cash Equivalents, checks, negotiable instruments, security entitlements, securities and other financial assets or other property or investment property credited to or held therein (all of the foregoing, the “Investment Assets”), and (ii) deliver, or cause to be delivered, to MLC a Control Agreement duly authorized, executed and delivered by each bank or financial institution where a Securities Account for the benefit of any Transaction Party is maintained or (b) liquidate all Investment Assets credited to or held in any and all ABL/SOA Investment Accounts and deposit or cause the deposit or credit of the proceeds thereof into the Collection Account for application and distribution in accordance with the Intercreditor Agreement; provided that, any such documentation delivered by any Transaction Party pursuant to this Section 10.10(e) shall provide that any Lien on assets granted pursuant to this Section 10.10(e) shall be released and the Transaction Parties’ obligations with respect to such Trigger Event under this Section 10.10(e) shall cease upon the cure or waiver of such Trigger Event. (f) Notwithstanding anything in this Agreement or any Supply and Offtake Security Document to the contrary, in no event shall the Collateral include, and no Transaction Party or any Subsidiary shall be required to take any action to create, grant or perfect a security interest in, (i) any property or assets that are subject to a jurisdiction other than the United States, any state thereof and the District of Columbia, (ii) any properties and assets as to which MLC determines in its reasonable discretion that the costs of obtaining such security interest are excessive in relation to the value of the security to be afforded thereby, or (iii) Excluded Property (as defined in the Supply and Offtake Security Agreement), other than any Deposit Account which ceases to be an Excluded Deposit Account; provided that, upon the reasonable request of MLC, each Transaction Party shall be required to take any action to create, grant or perfect a security interest in any of MLC Separate Assets and Collateral that are subject to a jurisdiction other than ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the United States, any state thereof and the District of Columbia in any case where MLC determines in its reasonable discretion that the costs of obtaining such security interest are not excessive in relation to the value of the security to be afforded thereby.