Common use of Additional Collateral Clause in Contracts

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock new Subsidiary (other than any type of any newly Subsidiary referred to in the following parenthetical so long as it qualifies as such or is subject to the restrictions referred to therein) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Non-Recourse Subsidiary, Shell Subsidiary, Excluded Acquired Subsidiary or Regulated Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be subject required to the Lien created by any of the Pledge Agreements but which is not so subjectbecome Subsidiary Guarantors until such time), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a Lien on perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such Capital Stocknew Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary, and (ii) take all actions necessary or advisable any Collateral with respect to cause such Lien to be duly perfected new Subsidiary as described in accordance with all applicable Requirements of Lawthe Guarantee and Collateral Agreement, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iiib) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in clauses blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary, cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Capital Stock of any Immaterial Subsidiary. (b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem or the Collateral Agent deems necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, a Lien on such Capital Stockperfected first priority security interest in the Equity Interests of the Steel Winds Companies and the Stetson Intermediate Holding Company, (ii) if certificated, deliver to the Collateral Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the Borrower and the Steel Winds Holding Company (iii) cause the Steel Winds Companies (A) to become a party to the Guarantee and Security Agreement, (B) to take all such actions necessary or advisable to cause such Lien grant to be duly the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in accordance the Collateral described in the Guarantee and Security Agreement with all applicable Requirements of Lawrespect to the Steel Winds Companies, including delivering all the filing of Uniform Commercial Code financing statements in such original certificates evidencing such Capital Stock jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Administrative Collateral Agent together a certificate of an Authorized Officer of each Steel Winds Company, substantially in the form of the certificate provided pursuant to Section 3.2(a)(iii), with undated stock powers executed in blank thereforappropriate insertions and attachments, and (iiiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding Agent and (v) deliver to the foregoing, the Borrower shall not be Collateral Agent each deposit account control agreement required to grant be delivered pursuant to the Administrative Agent a Lien upon Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Capital Stock Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of any Immaterial Subsidiary. (b) With the Steel Winds Project Company with respect to any Person that, subsequent to the Original Steel Winds Project is in existence as of the Subsequent Closing Date, becomes a direct or indirect Subsidiary of then the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary Steel Winds Companies shall be required to become a party to the Subsidiary Pledge Guarantee and Security Agreement and satisfy the Subsidiary Guarantee other requirements of this Section 9.22, upon the termination, expiration and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets discharge of such Subsidiary are securities of foreign companies (such determination to be made on LC Indebtedness or LC Conversion Indebtedness, as the basis of fair market value), shall be required to be pledged hereundercase may be.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (including the Stock of newly created or acquired Subsidiaries) that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) of this Section and (y) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the BorrowerSubsidiary, promptly (and in any event within 30 days after such Person becomes a Subsidiary): promptly: (i) cause execute and deliver to the Administrative Agent, for the benefit of the Lenders, such new Subsidiary to become a party amendments to the Subsidiary Pledge and Security Agreement and the Subsidiary Guarantee and (ii) if requested by as the Administrative Agent shall deem necessary or the Required Lenders, deliver advisable to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory grant to the Administrative Agent. Notwithstanding , for the foregoing, no Immaterial Subsidiary or Foreign Subsidiary benefit of the Borrower shall be required to execute Lenders, a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of Lien on the Capital Stock of or equity interests in any Foreign such Subsidiary of which is owned by the Borrower or any of its Subsidiaries if more than 65% Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the assets of Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary are securities of foreign companies (such determination A) to be made on the basis of fair market value), shall be required to be pledged hereunder.become

Additional Collateral. (a) With respect The Trustor acknowledges and agrees that the Obligations are secured by the Trust Property and various other collateral including, without limitation, at the time of execution of this Deed of Trust certain personal property of the Trustor described in the Credit Documents. The Trustor specifically acknowledges and agrees that the Trust Property, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, the Trustor acknowledges that it is in the Trustor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Beneficiary in separate proceedings in the various States, counties and other countries where such collateral may be located and additionally that the Trustor liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any Capital Stock amounts the Beneficiary may realize on sales of any newly created or acquired Subsidiary other property or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents collateral given as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, security for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforObligations. Specifically, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding without limitation of the foregoing, it is agreed that it is the Borrower intent of the parties hereto that in the event of a foreclosure of this Deed of Trust, the Indebtedness evidencing the Obligations shall not be required to grant to deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the Administrative Agent further intent and understanding of the parties that the Beneficiary, following a Lien upon Noticed Event of Default, may pursue all of its collateral with the Capital Stock Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any Immaterial Subsidiaryother judgment which the Beneficiary may obtain. (b) With The Trustor acknowledges and agrees that the Trust Property and the property which may from time to time be encumbered by the other Credit Documents may be located in more than one State or country and therefore the Trustor waives and relinquishes any and all rights it may have, whether at law or equity, to require the Beneficiary to proceed to enforce or exercise any rights, powers and remedies it may have under the Credit Documents in any particular manner, in any particular order, or in any particular State or other jurisdiction. Furthermore, the Trustor acknowledges and agrees that the Beneficiary shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Deed of Trust, or the other Credit Documents or under any provision of law, by one or more proceedings, whether contemporaneous, consecutive or both in any one or more States in which the security is located. Neither the acceptance of this Deed of Trust, or any Credit Document nor its enforcement in one State, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of the Credit Documents through one or more additional proceedings, in that State or in any other State or country. (c) The Trustor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more States as to all or any part of the Trust Property or the property encumbered by the Credit Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situated elsewhere with respect to the same or any Person that, subsequent other part of the Trust Property and the property encumbered by the Credit Documents. (d) The Beneficiary may resort to any other security held by the Beneficiary for the payment of the Obligations in such order and manner as the Beneficiary may elect. (e) Notwithstanding anything contained herein to the Original Closing Datecontrary, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party Beneficiary shall be under no duty to the Subsidiary Pledge Agreement and Trustor or others, including, without limitation, the Subsidiary Guarantee and (ii) if requested holder of any junior, senior or subordinate mortgage on the Trust Property or any part thereof or on any other security held by the Administrative Agent Beneficiary, to exercise or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower exhaust all or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination rights, powers and remedies available to be made on the basis of fair market value), shall be required to be pledged hereunderBeneficiary.

Additional Collateral. (a) With respect to In the event (1) any Capital Stock of Credit Party forms or acquires any Subsidiary which is not an Excluded Subsidiary after the Closing Date, or (2) any Excluded Subsidiary shall no longer be deemed an Excluded Subsidiary, such Credit Party or the Credit Party which controls such former Excluded Subsidiary shall promptly upon (but no later than thirty (30) days after) such formation, acquisition or change in status cause (i) such newly created formed or acquired Subsidiary or former Excluded Subsidiary (each is a “New Subsidiary”) to execute and deliver to the Holders such documents as the Holders may then reasonably require (including, without limitation, a Guaranty and a joinder agreement causing such New Subsidiary to become party to the Security Agreement as a “Grantor” thereunder), (ii) provide updates to existing schedules and exhibits or new schedules or other disclosures as appropriate to modify representations, warranties, covenants, conditions and other provisions applicable to such New Subsidiary), (iii) a certificate attaching (x) the Organization Documents of such New Subsidiary, (y) resolutions of the board of directors (or similar governing body) of such New Subsidiary approving and authorizing the execution, delivery and performance of the documents described in this Section 7.11 and the other Operative Documents and the transactions contemplated thereby, and (z) signature and incumbency schedule of such New Subsidiary, all certified as of the date of delivery of such certificate by a Responsible Officer of such New Subsidiary as being true and complete and in full force and effect without modification and (iv) such other instruments, documents, and certificates reasonably required by the Holders in connection therewith. (b) If any newly issued Capital Stock of asset (other than real property, which is covered by paragraph (c) below) that has an individual fair market value (as determined in good faith by the Borrowers) in an amount greater than $1,000,000 is acquired by any existing Credit Party or any Subsidiary acquired after the Original Closing Date or owned by an entity at the Borrower or any of its Subsidiaries time it becomes a Credit Party (in each case other than (x) assets constituting Collateral under the Security Agreement that is intended to be become subject to the Lien created by any of the Pledge Agreements but Security Agreement upon acquisition thereof, (y) assets that are not required to become subject to Liens in favor of the Holders pursuant to any Operative Document, or (z) assets of an Excluded Subsidiary), the applicable Credit Party will (i) as promptly as practicable notify the Holders thereof and (ii) take or cause the Credit Parties to take such actions as shall be reasonably requested by the Holders to grant and perfect such Liens, all at the expense of the Credit Parties. (c) The Company shall promptly notify the Holders of the acquisition of, or completion of improvements on, and grant and cause each of the Credit Parties to grant to the Holders security interests and Mortgages in such Material Real Property of the Company or any such Credit Parties as are not covered by the Mortgages previously delivered and recorded pursuant to documentation substantially in the form of the Mortgages or in such other form as is reasonably satisfactory to the Holders (each, an “Additional Mortgage”) and constituting valid and enforceable Liens subject to no other Liens except Permitted Liens at the time of perfection thereof, record or file, and cause each such Credit Party to record or file, the Additional 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 Holders required to be granted pursuant to the Additional Mortgages and pay, and cause each such Credit Party to pay, in full, all Taxes, fees and other charges payable in connection therewith. Unless otherwise waived by the Holders, with respect to each such Additional Mortgage, the Company shall deliver to the Holders contemporaneously therewith a title insurance policy in an amount and with such endorsements as shall be required by Holders and in form and substance reasonably acceptable to Holders, flood determination and evidence of flood insurance, if required by law, legal opinion (in form and substance customary for the particular transaction and permitting reasonable assumptions and qualifications which is not so subjectare typically required in connection with opinions rendered in the cannabis industry), FIRREA appraisal (if required by law), a phase I environmental assessment, evidence of zoning compliance and no non-compliance with any other applicable laws, rules and regulations, an ALTA survey in form and substance acceptable to Holders, a phase I environmental assessment disclosing no recognized environmental conditions and otherwise in form and substance acceptable to Holders, and otherwise comply with the requirements of the Operative Documents applicable to Mortgages and Mortgaged Property. Any survey, environmental assessment, title insurance commitment or policy and evidence of zoning/compliance with applicable laws, ordinances, rules and regulations shall be at the sole cost and expense of Company. (d) The Company shall furnish to the Holders promptly (and in any event within 30 thirty (30) days after the acquisition thereof): such change) written notice of any change (i) execute in any Credit Party’s corporate or organization name, (ii) in any Credit Party’s identity or organizational structure, (iii) in any Credit Party’s organizational identification number, or (iv) in any Credit Party’s jurisdiction of organization; provided that the Credit Parties shall not effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Holders to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral with the same priority as prior to such change (it being understood that, subject to the foregoing, any Credit Party may change the name under which it conducts its business or its corporate name, trade name, trademarks, brand name or other public identifiers). (e) Not later than thirty (30) days after any new deposit account or securities account is opened by any Credit Party (excluding any accounts used solely to fund payroll or employee benefits), deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Holders a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance Control Agreement with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after each such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderaccount.

Additional Collateral. (a) With respect to any Capital Stock of new Subsidiary (other than any newly Specified Excluded Subsidiary so long as it qualifies) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be subject required to the Lien created by any of the Pledge Agreements but which is not so subjectbecome Subsidiary Guarantors until such time), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a Lien perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, (a) limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary and (b) excluding any Equity Interests of such Subsidiary in excess of the maximum amount of such Equity Interests that could be included in the Collateral without creating, in connection with the pledge thereof under any class of debt securities that is secured on a pari passu basis with the Obligations, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Capital StockSubsidiary to be included in filings by the Borrower with the SEC, and (ii) take all actions necessary or advisable any Collateral with respect to cause such Lien to be duly perfected new Subsidiary as described in accordance with all applicable Requirements of Lawthe Guarantee and Collateral Agreement, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iiib) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in clauses blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Capital Stock of any Immaterial Subsidiary. (b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary assets (or any newly issued Capital Stock of any existing Subsidiary interest therein) acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Security Agreements but which is are not so subject, subject promptly (and in any event within 30 60 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Security Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets (or such interest therein), (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements and the recording of leasehold mortgages in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding , and (iv) if requested by the foregoingAgent, the Borrower shall not be required to grant deliver to the Administrative Agent a Lien upon surveys, title insurance and flood insurance reasonably satisfactory to the Capital Stock of any Immaterial SubsidiaryAgent. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary domestic Subsidiary, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Agent: (i) execute and deliver to the Agent, for the benefit of the Lenders, a new pledge agreement, or such amendments to the Guarantee and Collateral Agreement as the Agent shall deem necessary or advisable to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and Collateral Agreement or to a new security agreement in each case pursuant to an annex to the Guarantee and Collateral Agreement which is in form and substance satisfactory to the Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement or such security agreement, to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (c) With respect to any Person that subsequent to the foregoingClosing Date becomes a foreign Subsidiary (other than a foreign Subsidiary owned by another foreign Subsidiary), no Immaterial promptly upon the request of the Agent: (i) execute and deliver to the Agent a foreign stock pledge agreement relating to the pledge of the shares of such foreign Subsidiary or Foreign Subsidiary executed and delivered by a duly authorized officer of the Borrower shall be required or its domestic Subsidiary, as the case may be, with a counterpart or a conformed copy for each Lender, (ii) deliver to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than the Agent the certificate[s] representing 65% of the Capital Stock of or equity interests such foreign Subsidiary, together with, if required by such foreign stock pledge agreement, undated stock powers for each such certificate executed in any Foreign Subsidiary blank by a duly authorized officer of the Borrower or any of its Subsidiaries if more than 65% pledgor thereof, (iii) complete such other actions as are necessary or, in the opinion of the assets Agent, desirable to perfect the Liens created by such foreign stock pledge agreement and (iv) cause the delivery of the executed legal opinion of special foreign counsel with respect to such Subsidiary are securities of foreign companies (such determination stock pledge agreement, in form and substance reasonably satisfactory to be made on the basis of fair market value), shall be required to be pledged hereunderAgent.

Additional Collateral. (a) With respect to any Capital Stock Each of any newly created or acquired Subsidiary or any newly issued Capital Stock Additional Obligor and Borrower hereby unconditionally and absolutely assigns, transfers and sets over unto Lender all of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject Additional Obligor ‘s and Borrower’s right, title and interest in and to the Lien created by any Additional Collateral, it being intended that this assignment be an absolute assignment from Additional Obligor and Borrower to Lender and not merely the granting of a security interest. Until the occurrence of an Event of Default which remains uncured, Additional Obligor and Borrower may retain, use and enjoy the benefits of the Pledge Agreements but which is not so subjectAdditional Collateral. Upon the occurrence and during the continuance of an Event of Default, promptly (and the license described in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agentpreceding sentence shall, for the benefit of the Lendersupon Lender’s written election, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforrevoked, and Lender may elect to exercise any and all of Lender’s rights and remedies hereunder; provided, however, that upon Lender’s acceptance of Additional Obligor’s and/or Borrower’s cure or Lender’s waiver of such Event of Default (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingprovided that no other Event of Default is continuing), the license granted to Additional Obligor and Borrower pursuant to this clause (a) shall not automatically be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryreinstated. (b) With Subject to applicable Legal Requirements, each of Additional Obligor and Borrower hereby irrevocably constitutes and appoints Lender (and any of its officers) as the true and lawful agent and attorney-in-fact (with full powers of substitution) for Additional Obligor and/or Borrower, to, during the continuance of an Event of Default, demand, receive and enforce Additional Obligor’s and/or Borrower’s rights with respect to the Additional Collateral, to give appropriate receipts, releases, and satisfactions for and on behalf of Additional Obligor and/or Borrower and to do any Person thatand all acts in the name, subsequent place, and stead of Additional Obligor and/or Borrower or in the name of Lender with the same force and effect as Additional Obligor and/or Borrower could do if the foregoing assignment had not been made. The power-of-attorney granted in this clause (b) is deemed to be a power coupled with an interest and shall not terminate until the Original Closing Date, becomes a direct expiration or indirect Subsidiary termination of the Borrowerforegoing assignment. (c) Each of Additional Obligor and Borrower shall remain liable to, promptly (and shall, perform all of its material obligations under the Additional Collateral. Additional Obligor and Borrower shall, at their sole cost and expense, enforce the Additional Collateral in a commercially reasonable manner and comply with all of its material obligations under the Additional Collateral. Each of Additional Obligor and Borrower shall give Lender notice of any default by any party under the Additional Collateral, in any event within 30 days after such Person becomes case, which is likely to result in a Subsidiary): Material Adverse Effect. So long as (i) cause such new Subsidiary to become a party to each of Additional Obligor and Borrower is acting in the Subsidiary Pledge Agreement and the Subsidiary Guarantee ordinary course of business, and (ii) if requested by no Event of Default has occurred and is continuing, except as otherwise provided in the Administrative Agent Loan Documents, each of Additional Obligor and Borrower may alter, amend, extend, modify, change, cancel or terminate any of the Required LendersAdditional Collateral, deliver provided that such alterations, amendments, extensions, modifications, changes, cancellations and terminations, taken as a whole, are not likely to the Administrative Agent legal opinions relating to the matters described result in clause a Material Adverse Effect. So long as (i) immediately preceding, which opinions shall be each of Additional Obligor and Borrower is acting in form and substancethe ordinary course of business, and from counsel(ii) no Event of Default has occurred and is continuing, reasonably satisfactory to except as otherwise provided in the Administrative Agent. Notwithstanding other Loan Documents, Additional Obligor and Borrower may enter into new Additional Collateral on commercially reasonable terms without Lender’s prior written consent in each instance in accordance with the foregoing, no Immaterial Subsidiary or Foreign Subsidiary terms and provisions of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderLoan Documents.

Additional Collateral. (ai) With respect Subject to applicable law, each Borrower will cause any Capital Stock of any newly created domestic Subsidiaries formed or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date date of this Agreement to become a guarantor of the Obligations by executing a guaranty in form and substance reasonably satisfactory to the Lender or a joinder to this Agreement, and to grant first priority Liens to the Lender in all property of such Subsidiary pursuant to security documents in form and substance reasonably satisfactory to the Lender; (ii) each Borrower or any will cause (1) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries that is (other than any domestic foreign subsidiary holding company) and (2) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary or domestic foreign subsidiary holding company owned by any Borrower to be subject at all times to a first priority, perfected Lien in favor of the Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request; (iii) without limiting the foregoing, each Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required by law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority (subject to Permitted Liens) of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrowers; and (iv) subject to any applicable thresholds or limitations in the Collateral Documents, if any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Borrower or its Subsidiaries outside the ordinary course of business after the date of this Agreement (other than assets constituting Collateral that become subject to the Lien created by any in favor of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver Lender pursuant to the Administrative Agent such amendments to Collateral Documents upon acquisition thereof or specifically excluded collateral), the relevant Pledge Agreements or such other documents as Borrowers will (1) notify the Administrative Agent shall deem necessary or advisable to grant to the Administrative AgentLender thereof and, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if reasonably requested by the Administrative Agent or Lender, cause such assets to be subjected to a Lien securing the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) Obligations and (ii2) immediately precedingtake, which opinions and cause each Subsidiary to take, such actions as shall be in form and substance, and from counsel, necessary or reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required LendersLender to grant and perfect such Liens, deliver to the Administrative Agent legal opinions relating to the matters including actions described in clause (iiii) immediately precedingof this Section, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to all at the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary expense of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderBorrowers.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after In the Original Closing Date by event that the Borrower REIT or any of its Subsidiaries acquires any asset that is intended to be subject to the Lien created by any not a Borrowing Base Asset, then contemporaneously with such acquisition if proceeds of the Pledge Agreements but which is not so subjectLoan are used to acquire such asset, promptly or otherwise within thirty (and in any event within 30 30) days after the acquisition thereof): (i) of such acquisition, Borrower shall cause REIT or such Subsidiary to execute and deliver to the Administrative Agent on behalf of the Lenders a first-priority perfected collateral assignment of all of such Person’s right, title and interest in such asset. If such asset is a Medical Property, such pledge shall be substantially in the form of the Assignment of Interests, with such other changes thereto as may be reasonably required by the Agent, and the Person owning such asset shall provide an Acknowledgement. In the event that such asset is a loan, such pledge shall be a first-priority perfected collateral assignment of all of such Person’s right, title and interest in and to the loan documents and other rights and privileges relating thereto, such assignment to be substantially in the form of the Assignment of Documents, with such other changes thereto as may be reasonably required by the Agent. In the event that such asset is any other type of asset, Borrower shall cause to be executed and delivered to Agent simultaneously with such acquisition, a first-priority perfected collateral assignment of such assets pursuant to such documents as Agent may reasonably require. Borrower shall further cause to be delivered to Agent such amendments to diligence items, searches, certificates, resolutions, financing statements, opinions, and other items as Agent may require. (b) In the relevant Pledge Agreements event that the IPO Conditions Satisfaction Date shall not have occurred on or before December 31, 2015 (or such other documents as the Administrative Agent shall deem necessary or advisable later date if extended in accordance with this Agreement), Borrower shall, within fifteen (15) days of request of Agent, transfer to KeyBank all operating, deposit and collection accounts of Borrower and its Subsidiaries and grant to the Administrative Agent, Agent for the benefit of the Lenders, Lenders a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly first-priority perfected lien and security interest in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing accounts pursuant to such Capital Stock to the Administrative documentation as Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingmay reasonably require, which opinions security agreement shall provide that such funds shall be in form and substance, and from counsel, reasonably satisfactory released to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock provided that there is no Event of any Immaterial SubsidiaryDefault. (bc) With respect In the event that the IPO Conditions Satisfaction Date shall have occurred, and provided no Default or Event of Default exists, Agent shall release the Collateral pledged pursuant to any Person that, subsequent to this §5.7 from the Original Closing Date, becomes a direct or indirect Subsidiary lien and security interest of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderSecurity Documents.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any The Company will cause each of its Subsidiaries that is intended Subsidiary Guarantors which has not previously done so to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such duly executed joinders and amendments to the relevant Pledge Agreements or such and Security Agreement and, if applicable, the other documents as the Administrative Agent shall deem necessary or advisable to grant Security Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent, for the benefit of the Lenders, a Lien on and to take such Capital Stock, (ii) take all actions other action as reasonably shall be necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to as the Administrative Agent together with undated stock powers executed reasonably shall request to grant to the Collateral Agent a valid and enforceable first priority perfected security interest in blank thereforall Collateral of such Subsidiary Guarantor (subject to any Liens permitted by Section 11.3). Each such joinder and amendment shall be accompanied by such evidence of the taking of all actions as may be necessary or appropriate for the perfection and first priority of such security interest (including, without limitation, the filing of any necessary Uniform Commercial Code financing statements) and (iii) if such resolutions, incumbency certificates and legal opinions as are reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, all of which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingforegoing or any other provision of this Agreement or any other Loan Document, (i) the Borrower Collateral shall not be required to grant exclude assets to the Administrative extent that a security interest therein could reasonably be likely to result in a material adverse tax consequence to the Company, and any other assets as to which the Collateral Agent and the Company reasonably agree that the cost or other consequence of obtaining such a Lien upon security interest or perfection thereof are excessive in relation to the Capital Stock of any Immaterial Subsidiary. value afforded thereby, (bii) With with respect to any Person that, subsequent to Domestic Subsidiary (other than an Excluded Subsidiary) formed or acquired on or after the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, Loan Parties shall promptly (and in any event within 30 not longer than ninety (90) days after the date such Person becomes a Subsidiary): Domestic Subsidiary is formed or acquired (i) cause or such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by longer period as the Administrative Agent may agree) comply with provisions of Sections 10.10 through 10.15 (inclusive) and Section 10.19 and (iii) with respect to any Domestic Subsidiary that is initially an Excluded Subsidiary but subsequently becomes no longer an Excluded Subsidiary, the Loan Parties shall promptly and in any event not longer than ninety (90) days after the date such Domestic Subsidiary becomes no longer an Excluded Subsidiary (or the Required Lenders, deliver to such longer period as the Administrative Agent legal opinions relating to may agree) comply with the matters described in clause provisions of Sections 10.10 through 10.15 (iinclusive) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderSection 10.19.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower Parent, the Borrowers or any of its their Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (y) any assets described in paragraph (b) of this Section and (z) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent Agent, with respect to any material fee real property acquired by the Parent, the Borrowers or their Subsidiaries after the Required LendersClosing Date, deliver to the 65 59 Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, substance and from counsel, counsel reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Subsidiary, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Pledge Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Parent, the Individual Shareholders, the Borrowers or any of their Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers duly executed and delivered in blank, (iii) cause such new Subsidiary (A) to become a Borrower party hereto (in the case of a Subsidiary of the Parent) or a party to a guarantee and a security agreement (in the case of a Subsidiary Pledge Agreement of the Borrowers), in each case pursuant to documentation which is in form and substance satisfactory to the Subsidiary Guarantee Administrative Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by such security agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock Upon the occurrence and continuance of any newly created or acquired Subsidiary or any newly issued Capital Stock an Event of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectDefault, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested request by the Administrative Agent or the Required LendersLenders therefor, the Borrower will, and will cause each Subsidiary Loan Party to (i) execute and deliver counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) deliver a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02, together with such endorsements, coinsurance and reinsurance as the Administrative Agent or the Required Lenders may reasonably request, and (iii) deliver such surveys, abstracts, appraisals, legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to other documents as the Administrative Agent a Lien upon or the Capital Stock of Required Lenders may reasonably request with respect to any Immaterial Subsidiarysuch Mortgage or Mortgaged Property. (b) With respect to any Person that, subsequent to Upon the Original Closing Date, becomes a direct or indirect Subsidiary occurrence and continuance of the Borroweran Event of Default, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested request by the Administrative Agent or the Required LendersLenders therefor, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substanceBorrower will, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial will cause each Subsidiary or Foreign Subsidiary of the Borrower shall be required Loan Party to execute a Subsidiary Guarantee and deliver account control agreements or Subsidiary Pledge Agreementblocked account agreements with respect to all deposit accounts, and no more than 65% of including time, savings, passbook, or other similar accounts maintained with any bank for the Capital Stock of or equity interests in any Foreign Subsidiary benefit of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderLoan Party.

Additional Collateral. (a) With As promptly as practicable after the reasonable request therefor by the Administrative Agent or the Collateral Agent (at the direction of the Required Lenders), deliver to the Collateral Agent with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of each Material Real Property, any existing Subsidiary acquired after the Original Closing Date by the Borrower title reports, abstracts or any of its Subsidiaries that is intended to be subject non-privileged environmental assessment reports, to the Lien created by any extent available and in the possession or control of the Pledge Agreements but which is not so subjectBorrower; provided, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and however, that there shall be no obligation to deliver to the Administrative Agent such amendments or Collateral Agent any existing environmental assessment report whose disclosure to the relevant Pledge Agreements Administrative Agent or Collateral Agent would require the consent of a Person other than the Borrower, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; provided further that, if any assessment reports are withheld due to privilege or inability to obtain the required consent, Borrower shall ensure that any facts or conditions identified in such assessments have been disclosed to Lenders to the extent such facts or conditions relate to any material violation of Environmental Law or an Environmental Liability; and (A) Not later than 120 days after (x) the acquisition by any Loan Party of any Material Real Property or (y) any piece of Immaterial Real Property becoming Material Real Property, in each case as determined by the Borrower (acting reasonably and in good faith) (or such other documents longer period as the Administrative Agent shall deem necessary or advisable may agree in writing in its discretion) cause such Material Real Property to grant be subject to a Lien and Mortgage in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties and take, a Lien on or cause the relevant Loan Party to take, such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to as shall be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if reasonably requested by the Administrative Agent or the Collateral Agent (at the direction of the Required Lenders) to grant and perfect or record such Lien, in each case to the extent required by, and subject to the applicable limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; and (B) as promptly as practicable after the reasonable request therefor by the Administrative Agent or the Collateral Agent (at the direction of the Required Lenders), deliver to the Collateral Agent with respect to each such acquired Material Real Property, any existing title reports, abstracts, surveys, appraisals or non-privileged environmental assessment reports, to the extent available and in the possession or control of the Loan Parties; provided, however, that there shall be no obligation to deliver to the Administrative Agent or Collateral Agent any existing environmental assessment report or appraisal whose disclosure to the Administrative Agent or Collateral Agent would require the consent of a Person other than the Borrower where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; provided further that, if any assessment reports are withheld due to privilege or inability to obtain the required consent, Borrower shall ensure that any facts or conditions identified in such assessments have been disclosed to Lenders to the extent such facts or conditions relate to any material violation of Environmental Law or an Environmental Liability. (c) To the extent not previously delivered pursuant to clause (h) of the definition of “Collateral and Guarantee Requirements”, with respect to any Material Real Property, within 120 days of the earlier of (x) completion of the construction of the improvements on such Material Real Property and (y) the Conversion Date, deliver to the Administrative Agent legal opinions relating to and the matters described in clauses Collateral Agent (i) Surveys with respect to such Material Real Property, provided, however, that in no event shall any Loan Party be obligated to obtain Surveys with respect to any Immaterial Real Property, and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory endorsements to the Administrative Agent. Notwithstanding Mortgage Policies for such Material Real Property that include deletion of area and boundary, T-3 (omitting the foregoinggeneral mechanics’ lien exception, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryif applicable), comprehensive T-19, T-23 and T-30. (bd) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of At the Borrower’s expense, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if take all action necessary or reasonably requested by the Administrative Agent or the Required LendersCollateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied. (e) If reasonably requested by the Administrative Agent or Collateral Agent, within thirty (30) days after such request (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Administrative Collateral Agent legal opinions relating any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Loan Party acquired after the Closing Date and subject to the matters described in clause (i) immediately preceding, which opinions shall be in form Collateral and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderRequirement.

Additional Collateral. (a) With respect On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to any become a “Subsidiary Guarantor” and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of the Capital Stock of any newly created such Wholly Owned Subsidiary would result in a violation of any laws, regulations or acquired Subsidiary or orders of any newly issued Governmental Authority, no shares of the Capital Stock of any existing such Subsidiary acquired after shall be pledged) and (iii) except in the Original Closing Date by case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower or any of and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is intended excessive in relation to the value of the collateral security to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectafforded thereby. (b) Promptly, promptly (and in any event within 30 days after (or such longer period as is reasonably acceptable to the acquisition thereof): Administrative Agent), following the first date on which the corporate family rating of the Parent Borrower from ▇▇▇▇▇’▇ is “Ba2” or less and the corporate credit rating of the Parent Borrower from S&P is “BB” or less (such date, the “Ratings Event”), the Parent Borrower shall (i) execute and deliver deliver, and cause each Subsidiary Guarantor to execute and deliver, to the Administrative Agent such amendments security documents, in form and substance reasonably satisfactory to the relevant Pledge Agreements or such other documents as Administrative Agent, pursuant to which the Administrative Agent Parent Borrower and each Subsidiary Guarantor shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in all property of such Person (including any parcel of owned domestic real property having a fair market value in excess of $10,000,000 but excluding (A) all other real property, (B) Capital Stock not required to be pledged pursuant to Section 5.11(a), (C) assets that cannot be pledged as collateral because the pledge thereof would result in a default, breach or other violation of then existing Contractual Obligations or laws, regulations or orders of any Governmental Authority and (D) those assets that are, in the reasonable judgment of the Administrative Agent, customarily excluded from security documents) that is not already subject to a perfected first priority Lien on such Capital Stock, (except as permitted by Section 6.3) in favor of the Administrative Agent and (ii) take all take, and cause the relevant Subsidiaries to take, such actions as shall be necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if reasonably requested by the Administrative Agent or the Required Lendersto grant and perfect such Liens, deliver to the Administrative Agent legal opinions relating to the matters including actions described in clauses (i) Section 5.12, all at the expense of the Loan Parties; provided that the Parent Borrower and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower its Subsidiaries shall not be required to grant comply with the requirements of this Section 5.11(b) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (c) If, as of any Collateral Date following the Ratings Event, any property of the Parent Borrower, any Subsidiary Guarantor that is a “Grantor” under any Security Document or any Subsidiary that is required to become a “Grantor” pursuant to Section 5.11(a) is not already subject to a perfected first priority Lien (except to the same extent as not required pursuant to Section 5.11(b) or as permitted by Section 6.3) in favor of the Administrative Agent, the Parent Borrower will notify the Administrative Agent thereof, and, promptly after such Collateral Date, will cause such assets to become subject to a Lien upon under the Capital Stock relevant Security Documents and will take, and cause the relevant Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of any Immaterial Subsidiarythe Loan Parties; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(c) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (bd) With respect to any Person that, subsequent Notwithstanding anything to the Original Closing Datecontrary in this Section 5.11 or any other Loan Document, becomes a direct or indirect Subsidiary prior to the occurrence of the BorrowerRatings Event, promptly no property other than Capital Stock (subject to the exceptions specified in Section 5.11(a)) shall be required to become Collateral. (e) Promptly, and in any event within 30 days (or such longer period as is reasonably acceptable to the Administrative Agent), following the first date after such Person becomes a Subsidiary): the Release Date on which the corporate family rating of the Parent Borrower from ▇▇▇▇▇’▇ is “Ba2” or less and the corporate credit rating of the Parent Borrower from S&P is “BB” or less, the Parent Borrower shall (i) execute and deliver, and cause such new each Subsidiary Guarantor to become a party to the Subsidiary Pledge Agreement execute and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lendersdeliver, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately precedingsecurity documents, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding , pursuant to which the foregoingParent Borrower and each Subsidiary Guarantor shall grant to the Administrative Agent, no Immaterial Subsidiary or Foreign Subsidiary for the benefit of the Borrower Lenders, a security interest in all property (and types of property) of such Person that constituted Collateral under the Guarantee and Collateral Agreement as in effect immediately prior to the Release Date (and, for the avoidance of doubt, shall not include Capital Stock not required to be pledged pursuant to Section 5.11(a)) and (ii) take, and cause the relevant Subsidiaries to take, such actions as shall be required necessary or reasonably requested by the Administrative Agent to execute grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties. (f) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, the Administrative Agent and the Lenders shall not have Liens on (and shall, at the request and expense of the Parent Borrower, timely release any purported Liens on): (i) the assets transferred to a Subsidiary Guarantee Receivables Entity and assets of such Receivables Entity, (ii) the Receivables and related assets (of the type specified in the definition of “Qualified Receivables Transaction”) transferred, or Subsidiary Pledge Agreementin respect of which security interests are granted, and no more than 65% of pursuant to a Qualified Receivables Transaction, (iii) if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such a Lien, the Capital Stock or debt (whether or not represented by promissory notes) of or equity interests in any Foreign Subsidiary of issued by a Receivables Entity to the Parent Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies Subsidiaries, in each case in connection with a Qualified Receivables Transaction permitted by Section 6.6(c) and (such determination to be made on the basis of fair market value), shall be iv) Capital Stock not required to be pledged hereunderpursuant to Section 5.11(a), (b) or (c).

Additional Collateral. (a) With respect to any Capital Stock new Subsidiary (other than any type of any newly Subsidiary referred to in clause (x) or (y) below so long as it qualifies as such or is subject to the restrictions referred to therein) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that (x) any Non-Recourse Subsidiary, Shell Subsidiary, Excluded Acquired Subsidiary, Qualified LaGrange Entity or Regulated Subsidiary ceases to qualify as such, or (y) any Subsidiary previously prohibited from, or unable to become, a Subsidiary Guarantor pursuant to Qualified Credit Support Limitations contained in the CCH Senior Note Indenture or any Qualified Indebtedness of any Qualified Parent Company that is intended to be subject to the Lien created by any a member of the Pledge Agreements but which is CCI Group shall be permitted or able to become a Subsidiary Guarantor or such Indebtedness shall no longer be outstanding, it being understood that such Subsidiaries will not so subjectbe required to become Subsidiary Guarantors until such time), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a Lien on perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such Capital Stocknew Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary, and (ii) take all actions necessary or advisable any Collateral with respect to cause such Lien to be duly perfected new Subsidiary as described in accordance with all applicable Requirements of Lawthe Guarantee and Collateral Agreement, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iiib) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in clauses blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary, cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Capital Stock of any Immaterial Subsidiary. (b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to In the event that any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be Credit Party acquires a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and Collateral Documents in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the Lendersacquisition of such Material Real Estate Asset, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including those which are similar to those described in Sections 3.1(e), 3.1(f), 3.1(g) and 3.1(h) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such Material Real Estate Assets (or if a Lien on any such Capital StockReal Estate Asset cannot be provided, (ii) take all actions necessary or advisable to cause such a First Priority perfected Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such on the Capital Stock to of the Administrative Agent together with undated stock powers executed Subsidiary that owns a direct interest in blank therefor, and (iii) such Real Estate Asset; provided that if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingsuch Subsidiary is a Foreign Subsidiary, the Borrower Domestic Subsidiary owning such Foreign Subsidiary (directly or through other Foreign Subsidiaries) shall not be required to grant to the Administrative Agent a First Priority perfected Lien upon on the Capital Stock of any Immaterial such directly-owned Foreign Subsidiary. , which Lien shall be limited to (bA) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary 66% of the Borrower, promptly (and in any event within 30 days after voting Capital Stock of such Person becomes a Subsidiary): (i) cause such new Foreign Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (iiB) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary 100% of the Borrower non-voting Capital Stock of such Subsidiary), in each case, subject to Permitted Liens; provided that neither Parent nor any other Credit Party shall be required to execute a Subsidiary Guarantee provide or Subsidiary Pledge Agreementcause to be provided such additional Collateral (or Guarantees pursuant to Section 5.8) if (i) at the time of acquisition of such Material Real Estate Asset or Capital Stock, and no more than 65% the ratio of (A) the aggregate Value of all Collateral securing the Secured Obligations (determined as of the Capital Stock most recent Fiscal Quarter or Fiscal Year for which financial statements are available) to (B) the aggregate Revolving Commitments of all Lenders is at least 4.00 to 1:00 or equity interests in (ii) any Foreign Subsidiary of the Borrower existing Contractual Obligations assumed or entered into by Parent or any of its Subsidiaries if more than 65% of such Subsidiary to effectuate or reasonably facilitate the assets acquisition of such Subsidiary are securities of foreign companies Material Real Estate Assets (such determination including Contractual Obligations governing non-Wholly Owned Subsidiaries or Joint Ventures and Indebtedness permitted to be made on incurred pursuant to Section 6.1) prohibits the basis granting of fair market value), shall be required to be pledged hereundersuch Lien.

Additional Collateral. (a) With respect to any Capital Stock Upon the formation or acquisition of any newly created new direct or acquired indirect Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower (other than a Foreign Subsidiary or any of its Subsidiaries that is intended to be subject to Non-Material Domestic Subsidiary), the Lien created by any of Borrower shall, at the Pledge Agreements but which is not so subjectBorrower’s expense, promptly within sixty (and in any event within 30 60) days after such formation or acquisition or such longer period as the acquisition thereof): (i) Agent may agree in its sole discretion, cause each such Subsidiary to execute and deliver to the Administrative Agent such amendments a joinder to this Agreement, the Security Agreement and the Guaranty Agreement in form and substance reasonably satisfactory to the relevant Pledge Agreements Agent; provided, further, that, if at any time a Non-Material Domestic Subsidiary shall, together with its consolidated Subsidiaries, have assets, as of the last day of the Borrower’s most recently ended fiscal quarter, with a book value of 5% or more of the total assets of the Borrower and its Subsidiaries on a consolidated basis on such other documents as date, then the Administrative Agent Borrower shall deem necessary or advisable cause such Non-Material Domestic Subsidiary to grant execute and deliver to the Administrative Agent a joinder to this Agreement, the Security Agreement and the Guaranty Agreement in form and substance reasonably satisfactory to the Agent; provided, further, that, if at any time the aggregate book value of the assets of the Domestic Subsidiaries which have not become Subsidiary Loan Parties in accordance with this Section 9.19, together with the assets of their respective consolidated Subsidiaries, shall equal or exceed 10% of the total book value of the assets of the Borrower and its Subsidiaries on a consolidated basis, then the Borrower shall cause one or more additional Domestic Subsidiaries to become Subsidiary Loan Parties in accordance with this Section 9.19; provided, further, that, if at any time the aggregate EBITDA of a Domestic Subsidiary which has not become a Subsidiary Loan Party in accordance with this Section 9.19, together with its consolidated Subsidiaries, shall be greater than or equal to $20,000,000, then the Borrower shall cause such Domestic Subsidiary to become Subsidiary Loan Parties in accordance with this Section 9.19; provided, further, that, notwithstanding anything else to the contrary contained in this clause (a), in no event shall National Beef Leathers, LLC be or become a Subsidiary Loan Party, except upon consent of the Agent. (b) The Borrower shall cause, and shall cause each other Subsidiary Loan Party to cause, all of its respective property to be subject at all times to first priority perfected Liens in favor of or for the benefit of the LendersAgent on behalf of itself and the other secured parties, subject in each case to Liens permitted by Section 10.1, in accordance with the terms of the Security Agreement. Without limiting the foregoing, subject to the terms of the Security Documents, the Borrower will, and will cause each Subsidiary Loan Party to, execute and deliver, or cause to be executed and delivered, such documents, agreements or instruments and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents) which may be required by law or which the Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Financing Documents and to ensure perfection and priority of the Liens created or intended to be created by the Security Documents, all at the expense of the Borrower. (c) If, in compliance with the terms and provisions of the Financing Documents, the Borrower or any Subsidiary (i) sells or otherwise transfers equity interests of any Subsidiary Loan Party to a Lien on Person which is not the Borrower or a Subsidiary and after giving effect to such Capital Stocksale or transfer the Borrower and its Subsidiaries cease to own any of the equity interests of such Subsidiary Loan Party, (ii) take all actions necessary liquidates or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and dissolves any Subsidiary Loan Party or (iii) if requested by subject to compliance with clause (a) above, any Subsidiary Loan Party shall be or become a Non-Material Domestic Subsidiary, in each case, the Administrative Agent or will, on behalf of the Required Lenders, execute and deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and Borrower a release of such Subsidiary Loan Party from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge its obligations under this Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderother Financing Documents.

Additional Collateral. To the extent not delivered to the Administrative Agent on or before the Closing Date, the Borrower agrees to (or cause each of its applicable Subsidiaries to) do promptly each of the following: (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such supplements, and amendments to the relevant Pledge Agreements or such other documents Agreement (or, in the case of Equity Interests of any Subsidiary of the Borrower that is not a Domestic Subsidiary, appropriate foreign law pledge agreements) as the Administrative Agent shall deem deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a Lien on perfected first priority security interest in the Equity Interests of such Capital Stock, Subsidiary that are owned by the Borrower (iiand of any Subsidiary that is not directly owned by the Borrower as contemplated in Section 3.01(i)) take all actions necessary or advisable to cause such Lien and requested to be duly perfected pledged by the Administrative Agent; provided, however, that, unless otherwise agreed by the Borrower and the Administrative Agent, in accordance with all applicable Requirements no event shall such the Borrower be required to pledge in excess of Law, including delivering all such original certificates evidencing such Capital Stock 66% of the outstanding voting stock of any direct Subsidiary of the Borrower that is not a Domestic Subsidiary or to pledge the Equity Interests of any Insurance Subsidiary or the Securitization SPV. (b) deliver to the Administrative Agent the certificates (if any) representing such Equity Interests, together with in the case of such certificated Equity Interests, undated stock powers executed endorsed in blank therefor, executed and delivered by an officer of the Borrower; and (iiic) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. Each Borrower and each Guarantor acknowledges that it is its intention to provide the Agent with a Lien on all the property (aexcluding automobiles, but including, without limitation, any property acquired in connection with the Related Transactions) With respect of the Borrowers, the Guarantors and their respective subsidiaries (personal, real and mixed), whether now owned or hereafter acquired (other than as agreed to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date in writing by the Agent), subject only to Liens permitted hereunder. Without limitation of Section 3.03(c) hereof, each Borrower and each Guarantor shall from time to time promptly notify the Agent of the acquisition by any of them or any of its Subsidiaries that is intended their respective subsidiaries of any material property in which the Agent does not then hold a perfected Lien (other than as agreed to be subject to in writing by the Lien created Agent), or the creation or existence of any such property, and such person shall, upon request by any of the Pledge Agreements but which is not so subjectAgent, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments or cause to be executed and delivered to the relevant Pledge Agreements Agent pledge agreements, security agreements, mortgages or other like agreements with respect to such property, together with such other documents documents, certificates, opinions of counsel and the like as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agentreasonably request in connection therewith, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substancesubstance satisfactory to the Agent, such that the Agent shall receive valid and from counselperfected first priority Liens (subject to Liens permitted hereby) on all such property (including property which, on the Initial Closing Date, is not subject to a Lien in favor of the Agent). In addition, in the event that any Borrower, any Guarantor or any of their respective subsidiaries acquires or owns any material trademarks, copyrights, patents or other intellectual property, the Borrowers shall notify the Agent promptly in writing and shall execute, or cause the execution of a security agreement and other documents with respect thereto in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower Borrowers and Guarantors shall not only be required obligated to grant exercise reasonable efforts to comply with the requirements of this Section with respect to the Administrative Agent a Lien upon the Capital Stock granting of any Immaterial Subsidiarymortgages on leaseholds. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly new Subsidiary (other than a Shell Subsidiary so long as it qualifies as such) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Restatement Effective Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Non-Recourse Subsidiary ceases to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectqualify as such), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected first priority security interest in accordance with all applicable Requirements the Equity Interests and intercompany obligations of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested that are held by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65(limited, in the case of Equity Interests of any Foreign Subsidiary, to 66% of the assets total outstanding Equity Interests of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market valueForeign Subsidiary), shall (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests, and any intercompany notes evidencing such obligations, together with undated stock powers and endorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary or an Excluded Acquired Subsidiary (until it ceases to qualify as such), cause such new Subsidiary (i) to become a party to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required to by the Guarantee and Collateral Agreement or by law or as may be pledged hereunderrequested by the Administrative Agent.

Additional Collateral. (a) With respect to any Capital Stock new Subsidiary (other than any type of any newly Subsidiary referred to in the following parenthetical so long as it qualifies as such or is subject to the restrictions referred to therein) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Non-Recourse Subsidiary, Shell Subsidiary, Excluded Acquired Subsidiary, Qualified LaGrange Entity or Regulated Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be subject required to the Lien created by any of the Pledge Agreements but which is not so subjectbecome Subsidiary Guarantors until such time), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a Lien on perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such Capital Stocknew Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary, and (ii) take all actions necessary or advisable any Collateral with respect to cause such Lien to be duly perfected new Subsidiary as described in accordance with all applicable Requirements of Lawthe Guarantee and Collateral Agreement, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iiib) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in clauses blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary, cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Capital Stock of any Immaterial Subsidiary. (b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary property acquired after the Original Closing Date by any Loan Party (other than (1) any property described in paragraph (b) of this Section 6.14 and (2) any property excluded from the Borrower or any of its Subsidiaries that is intended obligation to be made subject to a Lien pursuant to the Lien created by any Security Documents) as to which the Administrative Agent and the Security Agents, as the case may be, for the benefit of the Pledge Agreements but which is Secured Parties, does not so subjecthave a perfected first priority Lien, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent and the Security Agents, as the case may be, such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem and/or such Security Agent reasonably deems necessary or advisable to grant to the Administrative AgentAgent and the Security Agents, as the case may be, for the benefit of the LendersSecured Parties, a Lien on security interest in such Capital Stock, property and (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent and the Security Agents, as the case may be, for the benefit of the Secured Parties, a Lien upon perfected first priority security interest in such property (subject to Liens permitted under Section 7.01), including the Capital Stock filing of any Immaterial Subsidiaryfilings with respect to IP Rights, UCC financing statements, and other filings and in such jurisdictions as may be required by the Pledge and Security Agreement (US), other Security Documents or by law or as may be requested by the Administrative Agent and/or a Security Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any Loan Party (or owned by any Person that, subsequent to at the Original Closing Date, time it becomes a direct or indirect Subsidiary of the BorrowerLoan Party), promptly (and in any event within 30 60 days after the date of acquisition of such real property or the date such Person becomes a Subsidiary): Loan Party, unless a longer period is granted by Administrative Agent in its sole discretion, (i) cause execute and deliver a Mortgage, in favor of the Administrative Agent for the benefit of the Secured Parties, covering such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and real property, (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters all applicable information, documentation and certifications described in clause (i) immediately preceding, which opinions shall be in form and substanceAnnex B of the Closing Checklist with respect to such real property, and from counsel, reasonably satisfactory (iii) deliver to the Administrative Agent. Notwithstanding Agent a certificate of a Responsible Officer of Borrower, affirming the foregoingrepresentations contained in Section 5.08 with respect to such real property, no Immaterial Subsidiary or Foreign Subsidiary except that all references to the “Closing Date” contained in Section 5.08 shall instead be construed to refer to the date of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets delivery of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereundercertificate.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary Property acquired after the Original Closing Date by the Borrower or any of its Subsidiaries Loan Party that is intended to be subject to the Lien created by any of the Pledge Agreements Collateral Documents but which is not so subject, promptly (and and, in any event event, within 30 thirty (30) days after such creation or acquisition; provided that the acquisition thereof): Administrative Agent may extend such time period by (x) an additional thirty (30) days in its sole discretion and (y) an unlimited number of days thereafter with the consent of the Required Lenders) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Collateral Documents or such other documents as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a Lien on such Capital StockProperty under applicable Legal Requirements (including applicable foreign Legal Requirements unless the Required Lenders shall determine in their 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) subject to no Liens other than Permitted Liens and no senior Liens other than Permitted Prior Liens, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if extent requested by the Administrative Agent or the Required LendersAgent, deliver customary and reasonable opinions of counsel to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be Borrowers in form and substance, and from counsel, reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not and (iii) take all actions necessary to cause such Lien to be required to grant duly perfected to the Administrative Agent a Lien upon extent required by such Collateral Documents in accordance with all applicable Legal Requirements, including the Capital Stock filing of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and financing statements in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if jurisdictions as may be reasonably requested by the Administrative Agent or Agent. Subject to the Required Lenderslimitations set forth herein and in the other Loan Documents, the Borrowers and the other Loan Parties shall otherwise take such actions and execute and/or deliver to the Administrative Agent legal opinions relating such documents as the Administrative Agent shall reasonably require to confirm the matters described validity, perfection and priority of the Lien of the Collateral Documents against such after‑acquired Properties, all in clause (i) immediately precedingform, which opinions shall be in form content and substance, and from counsel, scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to If after the Closing Date, the Borrower acquires any property (other than Sold Receivables but including, without limitation, the Capital Stock of any newly created Person) in which the Collateral Agent does not have a first-perfected security interest pursuant to the Security Documents, the Borrower shall promptly notify the Agents and the Collateral Agent of such acquisition and, upon the reasonable request of any Agent or acquired the Collateral Agent, shall execute and deliver to the Agents and the Collateral Agent not later than 45 days following such request such documents and instruments (including, without limitation, security agreements and pledge agreements), and take such action (including, without limitation, the filing of financing statements under the U.C.C. in the relevant jurisdictions and the delivery of stock certificates and instruments), as any Agent or the Collateral Agent, may reasonably request in order to grant to the Collateral Agent, as collateral security for the Term Loan Obligations, a first perfected security interest in such property of the Borrower, subject to the Liens permitted by Section 7.2.4. (b) If after the Closing Date, any Subsidiary or of the Borrower (other than a Controlled Foreign Subsidiary) acquires any newly issued property (other than Sold Receivables but including, without limitation, the Capital Stock of any existing Person) in which the Collateral Agent does not have a first- perfected security interest pursuant to the Security Documents, the Borrower shall promptly notify the Agents and the Collateral Agent of such acquisition and, upon the reasonable request of any Agent or the Collateral Agent, shall cause such Subsidiary acquired to execute and deliver to the Agents and the Collateral Agent not later than 45 days following such request such documents and instruments (including, without limitation, security agreements and pledge agreements) and take such action (including, without limitation, the filing of financing statements under the U.C.C. in the relevant jurisdictions and the delivery of stock certificates and instruments) as any Agent may reasonably request in order to grant to the Collateral Agent, as collateral security for the Revolving Credit Obligations and such Subsidiary's obligations under the Subsidiary Guaranty, a first perfected security interest in such property of such Subsidiary, subject to the Liens permitted by Section 7.2.4. (c) If after the Original Closing Date by Date, the Borrower or any of its Subsidiaries that is intended to be subject to acquires or creates any new Subsidiary, the Lien created by any Borrower shall promptly notify the Agents and the Collateral Agent of the Pledge Agreements but which is such acquisition or creation and, not so subjectlater than 45 days thereafter, promptly (and in any event within 30 days after the acquisition thereof): shall, (i) if such Subsidiary is not a Controlled Foreign Subsidiary, cause such new Subsidiary to execute and deliver to the Administrative Agent Agents and the Collateral Agent, with counterparts for each Revolving Credit Lender, a Subsidiary Guaranty and, if such amendments new Subsidiary owns any Capital Stock of any other Subsidiary or Person, the Revolving Credit Pledge Agreement in order to pledge such Capital Stock and to execute and deliver to the relevant Pledge Agreements or Collateral Agent a Revolving Credit Security Agreement and, if applicable, a Revolving Credit Copyright Security Agreement, a Revolving Credit Patent Security Agreement and/or a Revolving Credit Trademark Security Agreement, (ii) if such other documents as the Administrative Agent shall deem necessary or advisable to grant Subsidiary is not a Controlled Foreign Subsidiary, deliver to the Administrative Collateral Agent, the Capital Stock of such new Subsidiary, or cause the Subsidiary of the Borrower that owns such Capital Stock to deliver such Capital Stock to the Collateral Agent, to be held by it pursuant to the applicable Stock Agreement and (iii) if such Subsidiary is a Controlled Foreign Subsidiary and is not itself owned by a Controlled Foreign Subsidiary, deliver to the Collateral Agent 65% of the Capital Stock of such new Subsidiary or cause the Subsidiary of the Borrower that owns such Capital Stock to deliver 65% of such Capital Stock to the Collateral Agent to be held by it pursuant to the applicable Pledge Agreement. (d) As and when required from time to time pursuant to clause (a) or (b) with respect to real properties required to be mortgaged pursuant to clause (a) or (b) (the Section 7.1.7 Properties), the Borrower shall, and shall cause each of the Subsidiaries of the Borrower required to mortgage a Section 7.1.7 Property to, execute and deliver to the Agents and the Collateral Agent, for the benefit of the Term Loan Lenders or the Revolving Credit Lenders, as the case may be, a Lien on such Capital Stockmortgage or leasehold mortgage (as appropriate), (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock form and substance substantially identical to the Administrative Mortgage or Revolving Credit Mortgage, as the case may be (with such changes thereto as are advised by local counsel to the Collateral Agent together with undated stock powers executed as appropriate for the laws of the relevant state) encumbering, as collateral security for the Term Loan Obligations and the Revolving Credit Obligations (and such Subsidiary's obligations under the Subsidiary Guaranty), as the case may be, the relevant Section 7.1.7 Property and in blank thereforconnection therewith, and (iii) if requested by upon the Administrative reasonable request of any Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, the Borrower Agents and the Collateral Agent shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary have received each of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.following:

Additional Collateral. (a) With Subject to subsection 6.9(d), with respect to any Capital Stock of any newly created assets acquired, created, or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired developed after the Original Closing Date by any Credit Party (including, without limitation, the Borrower filing of any applications for the registration or issuance of any item of its Subsidiaries material intellectual property) that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (but, in any event, excluding (i) any assets described in paragraph (b) or (c) of this subsection, (ii) assets acquired or owned pursuant to subsection 7.6(g)(i) and (iii) immaterial assets), promptly (and in any event within 30 days after the acquisition thereofthereof or after reasonable request in accordance with clause (i) below): (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be reasonably requested by the Administrative Agent and the filing, not more often than quarterly, of any security agreements or other documents with the United States Patent and Trademark Office or the United States Copyright Office or the office of any similar foreign registry as may be reasonably requested by the Administrative Agent. (b) With respect to any Person that is or becomes a Subsidiary (other than any Foreign Subsidiary of the Borrower or of any other U.S. Person) that has material assets or that guarantees Borrower’s obligations under the Senior Secured Notes or the Second Lien Facility, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Collateral Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by Bermuda Holdings or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of Bermuda Holdings or such Subsidiary, as the case may be, and (iii) if cause such new Subsidiary (A) to become a party to the Subsidiary Guaranty, (B) to become a party to the Collateral Agreement or such comparable documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (C) to take all actions necessary or advisable to cause the Lien created by the Collateral Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. (c) With respect to any Person that is or becomes a Foreign Subsidiary of the Borrower or any other U.S. Person that has material assets, promptly (and in any event within 90 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Required Collateral Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any other U.S. Person (provided that, to the extent that any such pledge of the Capital Stock of Foreign Subsidiary of the Borrower is made to support the obligations of the Borrower it shall be limited to no more than 65% of the Capital Stock of such Foreign Subsidiary in respect of the Borrower’s Obligations), and (ii) if such Capital Stock is issued in certificated form, deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock, and if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (d) Upon the foregoingrequest of the Administrative Agent, Bermuda Holdings will, and will cause its Subsidiaries to, promptly grant to the Administrative Agent, within 120 days of such request, security interests and mortgages (a “Mortgage”) in such owned Real Property of Bermuda Holdings and its Subsidiaries as is acquired after the Closing Date by Bermuda Holdings or any of its Subsidiaries and that, together with any improvements thereon, individually has a value of (x) in the case of a Domestic Subsidiary, at least $2,500,000 and (y) in the case of a Foreign Subsidiary, at least $5,000,000 (and the Administrative Agent has reasonably determined that the cost of perfecting a security interest in such foreign asset is reasonable in relation to the benefits to the Lenders of the security afforded thereby), as additional security for the obligations of the Credit Parties under any Credit Document (unless the subject property is already mortgaged to a third party to the extent permitted by subsection 7.2) provided that any such Mortgage in property of a Foreign Subsidiary of the Borrower shall not secure the obligations of the Borrower. Such Mortgages shall be required granted pursuant to grant documentation reasonably satisfactory in form and substance to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect and shall constitute valid and enforceable perfected Liens subject only to any Person that, subsequent Permitted Liens and such other Liens reasonably acceptable to the Original Closing DateAdministrative 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, becomes a direct or indirect Subsidiary perfect, preserve and protect the Liens in favor of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary Administrative Agent required to become a party be granted pursuant to the Subsidiary Pledge Agreement Mortgages and the Subsidiary Guarantee all taxes, fees and (ii) if other charges payable in connection therewith shall be paid in full. If requested by the Administrative Agent or the Required Lenders, deliver the Borrower shall provide a lender’s title policy with respect to each such Mortgage paid for by the Borrower, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Administrative Agent legal opinions relating to the matters described in clause (i) immediately precedingAgent, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute insuring each Mortgage as a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made first lien on the basis of fair market value), shall be required relevant Real Property and subject only to be pledged hereunderPermitted Liens and other Liens expressly agreed to by the Administrative Agent.

Additional Collateral. (a) With respect to any Capital Stock new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies or subject to the proviso of the definition of “De Minimis Subsidiary”, at the option of the Borrower, any newly De Minimis Subsidiary) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be subject required to the Lien created by any of the Pledge Agreements but which is not so subjectbecome Subsidiary Guarantors until such time), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a Lien perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, (a) limited in the case of the Equity Interests of any Foreign Subsidiary or Foreign Holding Company, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary or Foreign Holding Company and (b) excluding any Equity Interests of such Subsidiary in excess of the maximum amount of such Equity Interests that could be included in the Collateral without creating, in connection with the pledge thereof under any class of debt securities that is secured on a pari passu basis with the Obligations, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Capital StockSubsidiary to be included in filings by the Borrower with the SEC, and (ii) take all actions necessary or advisable any Collateral with respect to cause such Lien to be duly perfected new Subsidiary as described in accordance with all applicable Requirements of Lawthe Guarantee and Collateral Agreement, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iiib) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in clauses blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Capital Stock of any Immaterial Subsidiary. (b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired Concurrently with the acquisition after the Original Closing Issue Date by the Borrower Company or any Guarantor of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectproperty constituting Collateral (but, promptly (and in any event within 30 days after the acquisition thereof): all cases, other than Excluded Assets): (i) execute To the extent necessary to perfect the Collateral Agent’s Lien on the Collateral, the Company or such Guarantor, as the case may be, and deliver the Collateral Agent shall enter into such amendments or supplements to the Administrative Agent Security Documents or such amendments additional Mortgages (in each case in registrable or recordable form) and other Security Documents, and, at or prior to the relevant Pledge Agreements times required by this Indenture, the Company shall cause such amendments, supplements, mortgages and other Security Documents to be filed and recorded in all such governmental offices as shall be necessary in order to grant and create a valid first priority Lien on and security interest in such after-acquired property in favor of the Collateral Agent (subject to no Liens except Permitted Liens) and the Company shall complete all other actions necessary to perfect the Collateral Agent’s Lien on such property in accordance with the provisions hereof, (ii) in the case of additional Collateral which constitutes Real Property, the Company or such other documents Guarantor, as the Administrative Agent case may be, shall deem necessary or advisable also deliver (in the case of clause (I) below, use commercially reasonable efforts to grant deliver) to the Administrative AgentCollateral Agent the following: (A) policies or certificates of insurance covering such Real Property, which policies or certificates, in the case of liability insurance coverage, shall reflect the Collateral Agent for its benefit and the benefit of the LendersTrustee and the Holders of the Notes, as additional insured and mortgagee; (B) a policy of title insurance or commitment to issue such a policy having the effect of a policy of title insurance insuring (or committing to insure) the Lien of the new Mortgage to be recorded against such Real Property as a valid and enforceable first priority mortgage or deed of trust lien on the Mortgaged Property described therein, which reasonably assures the Collateral Agent that the Mortgage on such Capital StockReal Property is a valid and enforceable mortgage lien on such Real Property, free and clear of all defects and encumbrances except Permitted Liens and such Mortgage Policy shall include such coinsurance and re-insurance arrangements as substantially similar to those delivered to the Collateral Agent under this Indenture; (iiC) take all actions necessary or advisable proper fixture filings under the Uniform Commercial Code on Form UCC-1 for filing under the Uniform Commercial Code in the appropriate jurisdiction in which such Real Property is located, desirable to cause such Lien perfect the security interests in fixtures purported to be duly perfected created by the Security Documents in accordance favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders; (D) proper financing statements on Form UCC-1 for filing under the Uniform Commercial Code with the secretary of state of the state in which the Company or Guarantor, as applicable, is located, to perfect the security interests in personal property purported to be created by the Security Documents in favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders; (E) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title company to issue the Mortgage Policies, endorsements and coverages contemplated above; (F) evidence of payment by the Company of all applicable Requirements mortgage policy premiums, search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of Lawthe Security Documents, including delivering all such original certificates evidencing such Capital Stock fixture filings and issuance of the mortgage policies referred to above; (G) an opinion, addressed to the Administrative Agent together Collateral Agent, of local counsel in each state where a Mortgage is delivered after the Issue Date in form and substance substantially similar to the local counsel opinions delivered on the Issue Date to the extent the fair market value (as reasonably determined by the Company) of any parcel of Real Property exceeds $7.5 million; (H) copies of all notices delivered to the lessor under each ground lease (if any) relating to such Real Property, solely with undated stock powers executed in blank thereforrespect to (x) the Company’s or such Guarantor’s compliance under the terms of each ground lease with the applicable provisions of such lease concerning notification to the lessor thereunder of the Company or Guarantor entering into the transactions contemplated by this Section 13.1, and (iiiy) if requested by such notice affording the Administrative Collateral Agent or all of the Required Lendersbenefits and protections of a mortgagee lender, deliver to as set forth in the Administrative Agent legal opinions ground lease; and (I) UCC-3 termination statements, mortgage releases and other similar lien releases relating to the matters described in clauses release of existing liens (i) and (ii) immediately precedingother than Permitted Liens), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agentif applicable. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a The Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and Security Documents encumbering additional Collateral which constitutes Real Property in any event within 30 days after such Person becomes jurisdiction that imposes a Subsidiary): mortgage recording tax will be limited to 125% of its allocated portion of the Notes (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested as reasonably determined by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market valueCompany), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary; provided that if an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, Borrower shall within thirty (30) days of such event comply with the foregoing requirements. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary, Foreign Subsidiary or Foreign TCAS Subsidiary (except as provided below) of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder; provided, that if, after the consummation of any sale of a portion of Capital Stock of the TCAS Subsidiary, the TCAS Subsidiary thereafter becomes a Wholly Owned Subsidiary, then the TCAS Subsidiary shall become a party to the Subsidiary Guarantee and Subsidiary Pledge Agreement and Borrower shall promptly (and in any event within 30 days after such event occurs) comply with the requirements of this subsection 6.10(b) with respect to the TCAS Subsidiary.

Additional Collateral. (a) With respect to In the event (1) any Capital Stock of Credit Party forms or acquires any Subsidiary which is not an Excluded Subsidiary after the Closing Date, or (2) any Excluded Subsidiary shall no longer be deemed an Excluded Subsidiary, such Credit Party or the Credit Party which controls such former Excluded Subsidiary shall promptly upon (but no later than thirty (30) days after) such formation, acquisition or change in status cause (i) such newly created formed or acquired Subsidiary or any newly issued Capital Stock of any existing former Excluded Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that (each is intended a “New Subsidiary”) to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent Holders such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable Holders may then reasonably require (including, without limitation, a Guaranty and a joinder agreement causing such New Subsidiary to grant become party to the Administrative Agent, for the benefit of the Lenders, Security Agreement as a Lien on such Capital Stock“Grantor” thereunder), (ii) take all actions necessary provide updates to existing schedules and exhibits or advisable new schedules or other disclosures as appropriate to cause modify representations, warranties, covenants, conditions and other provisions applicable to such Lien to be duly perfected New Subsidiary), (iii) a certificate attaching (x) the Organization Documents of such New Subsidiary, (y) resolutions of the board of directors (or similar governing body) of such New Subsidiary approving and authorizing the execution, delivery and performance of the documents described in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to this Section 7.11 and the Administrative Agent together with undated stock powers executed in blank thereforother Operative Documents and the transactions contemplated thereby, and (iiiz) if requested signature and incumbency schedule of such New Subsidiary, all certified as of the date of delivery of such certificate by a Responsible Officer of such New Subsidiary as being true and complete and in full force and effect without modification and (iv) such other instruments, documents, and certificates reasonably required by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described Holders in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryconnection therewith. (b) With respect to If any Person thatasset (other than real property, subsequent to which is covered by paragraph (c) below) that has an individual fair market value (as determined in good faith by the Original Borrowers) in an amount greater than $1,000,000 is acquired by any Credit Party or any Subsidiary after the Closing Date, Date or owned by an entity at the time it becomes a direct or indirect Subsidiary of the Borrower, promptly Credit Party (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.each case other than

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary Property acquired after the Original Closing Restatement Effective Date by the Borrower or any of its Subsidiaries Loan Party that is intended to be subject to the Lien created by any of the Pledge Agreements Collateral Documents but which is not so subject, promptly (and and, in any event event, within 30 thirty (30) days after such creation or acquisition; provided that the acquisition thereof): Administrative Agent may extend such time period by (x) an additional thirty (30) days in its sole discretion and (y) an additional number of days thereafter as consented to by the Required Lenders) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Collateral Documents or such other documents as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a Lien on such Capital StockProperty under applicable Legal Requirements (including applicable foreign Legal Requirements unless the Required Lenders shall determine in their 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) subject to no Liens other than Permitted Liens and no senior Liens other than Permitted Prior Liens, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if extent requested by the Administrative Agent or the Required LendersAgent, deliver customary and reasonable opinions of counsel to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be Borrower in form and substance, and from counsel, reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not and (iii) take all actions necessary to cause such Lien to be required to grant duly perfected to the Administrative Agent a Lien upon extent required by such Collateral Documents in accordance with all applicable Legal Requirements, including the Capital Stock filing of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and financing statements in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if jurisdictions as may be reasonably requested by the Administrative Agent or Agent. Subject to the Required Lenderslimitations 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 Administrative Agent legal opinions relating such documents as the Administrative Agent shall reasonably require to confirm the matters described validity, perfection and priority of the Lien of the Collateral Documents against such after‑acquired Properties, all in clause (i) immediately precedingform, which opinions shall be in form content and substance, and from counsel, scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect On each Collateral Date, the Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) cause such Subsidiary (unless it is a Foreign Subsidiary) to any become a "Subsidiary Guarantor" under the Guarantee and Collateral Agreement, (ii) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary) to become a "Grantor" under each relevant Collateral Agreement, (iii) cause the Capital Stock of any newly created or acquired such Wholly Owned Subsidiary or any newly issued Capital Stock to be pledged pursuant to the relevant Collateral Agreement (except that, if such Subsidiary is a Foreign Subsidiary, no shares of any existing common stock of such Subsidiary acquired after the Original Closing Date shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Borrower or any a Domestic Subsidiary, and then the amount of voting common stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% of the outstanding shares of voting common stock of such Subsidiary) and (iv) except in the case of a Foreign Subsidiary, take all steps required by the relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such Subsidiary; provided that the Borrower and its Subsidiaries that is intended shall not be required to be subject to comply with the Lien created by any requirements of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (ithis Section 5.11(a) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to if the Administrative Agent, for in its sole discretion, determines that the benefit cost of such compliance is excessive in relation to the value of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien collateral security to be duly afforded thereby. (b) If, as of any Collateral Date, any property of the Borrower, any Subsidiary Guarantor that is a "Grantor" under any Collateral Agreement or any Subsidiary that is required to become a "Grantor" pursuant to Section 5.11(a) (including any parcel of owned domestic real property having a fair market value in excess of $10,000,000 but excluding all other real property) is not already subject to a perfected first priority Lien in accordance with all applicable Requirements favor of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforor the Collateral Agent, as the case may be, the Borrower will notify the Administrative Agent thereof, and, promptly after such Collateral Date, will cause such assets to become subject to a Lien under the relevant Security Documents and will take, and (iii) if cause the relevant Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Required Lendersto grant and perfect such Liens, deliver to the Administrative Agent legal opinions relating to the matters including actions described in clauses (i) and (ii) immediately precedingSection 5.12, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to all at the Administrative Agent. Notwithstanding expense of the foregoing, Loan Parties; provided that the Borrower and its Subsidiaries shall not be required to grant comply with the requirements of this Section 5.11(b) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the Administrative Agent a Lien upon value of the Capital Stock of any Immaterial Subsidiarycollateral security to be afforded thereby. (bc) With respect to any Person that, subsequent Notwithstanding anything to the Original Closing contrary in this Section 5.11, after the Release Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower property other than Capital Stock shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderbecome Collateral.

Additional Collateral. (a) With respect to (i) any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary property acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be Collateral subject to the Lien created by any of the Pledge Agreements Collateral Documents but which is not so subjectsubject (including, without limitation, all Equity Interests held by any Borrower or Subsidiary Guarantor in any newly-formed or acquired Subsidiary (other than an Excluded Pledge Subsidiary) of ESR OP) and/or (ii) all Equity Interests of a Subsidiary Guarantor that ceases to be an Excluded Pledge Subsidiary after the Closing Date, in each case unless the Exemption Conditions exist at such time with respect to the Subsidiary that is the owner of such property or Equity Interests, promptly (and in any event within 30 days after the acquisition thereof): thereof or the date on which such Subsidiary Guarantor ceases to be an Excluded Pledge Subsidiary, as applicable) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a Lien on such Capital Stockproperty or Equity Interests subject to no Liens other than Liens permitted under Section 7.01(a), and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements Laws, including, without limitation, the delivery of Law, including delivering all such original the certificates evidencing such Capital Stock representing any Equity Interests to be included in the Administrative Agent Collateral (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank therefor, by a duly authorized officer of the holder(s) of such Equity Interests) and (iii) if the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or Agent. The Parent and the Required Lenders, Borrowers shall otherwise take such actions and execute and/or deliver to the Administrative 137 Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to such documents as the Administrative Agent a Lien upon shall reasonably require to confirm the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person thatvalidity, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary perfection and priority of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary Lien of the Borrower shall be required to execute a Subsidiary Guarantee Collateral Documents on any such properties or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderEquity Interests.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) or (c) of this subsection, (y) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements and (z) property acquired by a Foreign Subsidiary), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary (other than a Foreign Subsidiary), promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Agent: (i) execute and deliver to the Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Stock Pledge Agreement as the Agent shall deem necessary or advisable to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Subsidiary Guarantee Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by the Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (c) With respect to any Person that, subsequent to the foregoingClosing Date, no Immaterial Subsidiary or becomes a Foreign Subsidiary Subsidiary, promptly upon the request of the Agent: (i) execute and deliver to the Agent a new pledge agreement or such amendments to the Stock Pledge Agreement as the Agent shall deem necessary or advisable to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged), (ii) deliver to the Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or equity interests in any such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Agent, deliver to the Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent. (d) Notwithstanding anything to the contrary in this subsection 5.10, paragraphs (a), (b) and (c) shall not apply to any property, Subsidiary or Foreign Subsidiary created or acquired after the Closing Date, as applicable, to which the Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. (e) If the Borrower or any Subsidiary creates any initial or additional Lien pursuant to subsection 6.3(l) upon any of its property, assets or revenues to secure Indebtedness incurred under subsection 6.2(i), such Borrower or Subsidiary shall simultaneously grant a pari passu Lien on such property, assets or revenues to secure the Loan Obligations. If any Subsidiary that is not a Guarantor guarantees the payment of Indebtedness incurred under subsection 6.2(i) of the Borrower or any of its Subsidiaries if more than 65% of the assets of Subsidiary, then such Subsidiary are securities of foreign companies (such determination shall simultaneously become a party to be made on the basis of fair market value), shall be required to be pledged hereunderSecurity Agreement and a Guarantor.

Additional Collateral. (a) With respect to any Capital Stock of any newly new Subsidiary (other than a Foreign Subsidiary) created or acquired Subsidiary or any newly issued Capital Stock after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary acquired after the Original Closing Date that ceases to be a Foreign Subsidiary), by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectSubsidiaries, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Guarantee and Pledge Agreements or such other documents Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iiiii) cause such new Subsidiary (A) to become a party to the Guarantee and Pledge Agreement and (B) to take all such actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock grant to the Administrative Agent together for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Agreement with undated stock powers executed respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in blank thereforsuch jurisdictions as may be required by the Guarantee and Pledge Agreement or by law or as may be requested by the Administrative Agent, and (iiiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be substantially in clauses the forms attached hereto as Exhibits A-1 and A-2. (b) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiary Guarantors, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) immediately precedingdeliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if 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 . (c) With respect to any new Capital Stock created or acquired after the foregoing, Closing Date by the Borrower shall not be required or any of its Subsidiaries in connection with a transaction described in the last sentence of subsection 7.6, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent Agent, for the benefit of the Lenders, a Lien upon perfected first priority security interest in such Capital Stock (provided that in no event shall more than 65% of the total outstanding Capital Stock of any Immaterial new Subsidiary be required to be so pledged if such Subsidiary is a Foreign Subsidiary. ), (bii) With respect to any Person that, subsequent deliver to the Original Closing DateAdministrative Agent the certificates representing such Capital Stock, becomes together with undated stock powers, in blank, executed and delivered by a direct or indirect Subsidiary duly authorized officer of the BorrowerBorrower or such Subsidiary, promptly (as the case may be, and take such other action as may be necessary or, in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary the opinion of the Administrative Agent, desirable to become a party to perfect the Subsidiary Pledge Agreement and Lien of the Subsidiary Guarantee Administrative Agent thereon, and (iiiii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to (i) any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary property acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be Collateral subject to the Lien created by any of the Pledge Agreements Collateral Documents but which is not so subjectsubject (including, without limitation, all Equity Interests held by the Operating Partnership, the Borrower or any Subsidiary Guarantor in any newly-formed or acquired Subsidiary (other than an Excluded Pledge Subsidiary) of the Operating Partnership) and/or (ii) all Equity Interests of a Subsidiary of the Operating Partnership that ceases to be an Excluded Pledge Subsidiary after the Original Closing Date, promptly (and in any event within 30 10 days after the acquisition thereof): thereof or the date on which such Subsidiary ceases to be an Excluded Pledge Subsidiary, as applicable) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a Lien on such Capital Stockproperty or Equity Interests subject to no Liens other than Liens permitted under Section 7.01(a), and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements Laws, including, without limitation, the delivery of Law, including delivering all such original the certificates evidencing such Capital Stock representing any Equity Interests to be included in the Administrative Agent Collateral (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank therefor, by a duly authorized officer of the holder(s) of such Equity Interests) and (iii) if the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Required Lenders, Agent. Each Loan Party shall otherwise take such actions and execute and/or deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to such documents as the Administrative Agent a Lien upon shall reasonably require to confirm the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person thatvalidity, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary perfection and priority of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary Lien of the Borrower shall be required to execute a Subsidiary Guarantee Collateral Documents on any such properties or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderEquity Interests.

Additional Collateral. (a) With respect to any Capital Stock of any newly new Subsidiary (other than a Shell Subsidiary so long as it qualifies as such) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Restatement 61 56 Effective Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Non-Recourse Subsidiary ceases to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectqualify as such), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected first priority security interest in accordance with all applicable Requirements the Equity Interests and intercompany obligations of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested that are held by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65(limited, in the case of Equity Interests of any Foreign Subsidiary, to 66% of the assets total outstanding Equity Interests of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market valueForeign Subsidiary), shall (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests, and any intercompany notes evidencing such obligations, together with undated stock powers and endorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary or an Excluded Acquired Subsidiary (until it ceases to qualify as such), cause such new Subsidiary (i) to become a party to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required to by the Guarantee and Collateral Agreement or by law or as may be pledged hereunderrequested by the Administrative Agent.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Effective Date by the Borrower Parent or any of its Domestic Subsidiaries that is intended (other than (y) any assets described in paragraph (b) below and (z) immaterial assets a security interest with respect to which cannot be subject to the Lien created perfected by any of the Pledge Agreements but which is not so subjectfiling UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to this Agreement or the relevant Pledge Agreements Security Document or such other documents as the Administrative Agent shall or the Majority Lenders deem necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such assets, (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on perfected first priority security interest in such Capital Stockassets, (ii) take all actions necessary or advisable subject to cause such Lien to be duly perfected in accordance with all applicable Requirements of LawLiens permitted by Section 6.03, including delivering all without limitation, the filing of UCC financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be required by the appropriate Security Document or by law or as may be requested by the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in the preceding clauses (i) and (ii) immediately preceding), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person thatDomestic Subsidiary or any Foreign Subsidiary other than an Excluded Foreign Subsidiary which is or becomes a Significant Subsidiary after the Effective Date, subsequent promptly upon the request of the Administrative Agent (i) execute and deliver to the Original Closing DateAdministrative Agent such amendments to the relevant Security Document as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, becomes a direct or indirect Subsidiary for the benefit of the BorrowerLenders, promptly a perfected first priority security interest in the Capital Stock of such Subsidiary which is owned by the Parent or any of its Subsidiaries, subject to Liens permitted by Section 6.03 and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and in any event within 30 days after delivered by a duly authorized officer of the Parent or such Person becomes a Subsidiary): , as the case may be, (iiii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and Collateral Agreement (ii) if requested by or in the case of a Foreign Subsidiary, enter into guarantee and collateral arrangements reasonably acceptable to the Administrative Agent Agent) and (B) to take such actions necessary or the Required Lenders, deliver advisable to grant to the Administrative Agent legal opinions relating to for the matters described benefit of the Lenders a perfected first priority security interest (or in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or case of a Foreign Subsidiary of the Borrower shall be required to execute that has granted a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.Lien permitted by Section

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary assets (or any newly issued Capital Stock of any existing Subsidiary interest therein) acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (including, without limitation, any assets described in paragraph (b) or (c) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets (or such interest therein), (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements and the recording of Mortgages in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding , and (iv) if reasonably requested by the foregoingAdministrative Agent, the Borrower shall not be required to grant deliver to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiarysurveys, title insurance and flood insurance. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary (other than a Foreign Subsidiary), promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new Pledge Agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and Collateral Agreement or to a new Security Agreement, in each case pursuant to an annex to the Guarantee and Collateral Agreement or otherwise pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement or such Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding 87 (c) With respect to any Person that subsequent to the foregoing, no Immaterial Subsidiary or Closing Date becomes a Foreign Subsidiary shares of the Capital Stock of which are owned directly by the Borrower or a Domestic Subsidiary, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent a new Pledge Agreement or such amendments to the Collateral and Guarantee Agreement as the Administrative Agent shall be required deem necessary or advisable to execute grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary Guarantee or Subsidiary Pledge Agreement, and (provided that in no event shall more than 65% of the Capital Stock of or equity interests any such Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in any Foreign Subsidiary blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) At its own expense, request, and use reasonable efforts to obtain, prior to entering into a lease of a facility located in the United States at which Inventory of any of its Subsidiaries if more than 65% the Loan Parties will be located on or after the Closing Date, a consent, in such form as may be reasonably satisfactory to the Administrative Agent, from the landlord of each such facility, pursuant to which such landlord acknowledges the assets of Administrative Agent's first priority security interest in such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderInventory.

Additional Collateral. (a) With respect to any Capital Stock of any newly new Subsidiary (other than a Shell Subsidiary so long as it qualifies as such) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Stage One Closing Date by Marcus Holdings, the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Non-Recourse Subsidiary ceases to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectqualify as such), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Funding Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Funding Agent shall deem deems necessary or advisable to grant to the Administrative Funding Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected first priority security interest in accordance with all applicable Requirements the Equity Interests and intercompany obligations of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested that are held by the Administrative Agent or the Required LendersHoldings, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65(limited, in the case of Equity Interests of any Foreign Subsidiary, to 66% of the assets total outstanding Equity Interests of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market valueForeign Subsidiary), shall (b) deliver to the Funding Agent the certificates, if any, representing such Equity Interests, and any intercompany notes evidencing such obligations, together with undated stock powers and endorsements, in blank, executed and delivered by a duly authorized officer of Marcus Holdings, the Borrower or such Subsidiary, as the case may be and (c) except in the case of a Foreign Subsidiary or an Excluded Acquired Subsidiary (until it ceases to qualify as such), cause such new Subsidiary (i) to become a party to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to grant to the Funding Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required to by the Guarantee and Collateral Agreement or by law or as may be pledged hereunderrequested by the Funding Agent.

Additional Collateral. (a) With Prior to the Merger date, the Borrower shall, and shall cause each of its Subsidiaries to: with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Collateral Documents but which is are not so subjectsubject (other than any assets described in paragraph (b), (c), (d) or (e) of this Section 4.10), promptly (and in any event within 30 days after the acquisition or creation thereof): (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements Master Guarantee and Collateral Document or such other documents as the Administrative Collateral Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Collateral Agent a Lien on such Capital Stockassets, (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent (provided that for any Vehicles that are covered by a certificate of title, the Borrower shall cause such Lien to be duly perfected in accordance with all such original certificates evidencing such Capital Stock to applicable Requirements of Law within 90 days after the Administrative Agent together with undated stock powers executed in blank thereforacquisition thereof), and (iii) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent within 30 days of such request legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, substance and from counsel, counsel reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that(other than Daws▇▇ ▇▇ any existing Subsidiary of Daws▇▇) ▇▇at, subsequent to the Original Closing Date and prior to the Merger Date, becomes a direct or indirect Domestic Subsidiary of the BorrowerBorrower (including, without limitation, any Person which had previously been an Excluded Subsidiary), promptly (and in any event within 30 days after such Person becomes a Subsidiarythe acquisition or creation thereof): (i) execute and deliver to the Collateral Agent such amendments to the Master Guarantee and Collateral Agent Agreement as the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers duly executed and delivered in blank, (iii) cause such new Domestic Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and the Subsidiary 42 45 Master Guarantee and Collateral Agreement, pursuant to documentation which is in form and substance reasonably satisfactory to the Collateral Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by such security agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent (provided that for any Vehicles that are covered by a certificate of title, the Borrower shall cause such Lien to be duly perfected in accordance with all applicable Requirements of Law within 90 days after the acquisition thereof unless the Merger Date occurs prior thereto, and (iv) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent within 30 days of such request legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, substance and from counsel, counsel reasonably satisfactory to the Administrative Collateral Agent. (c) With respect to any fee interest in any real property acquired after the Closing Date and prior to the Merger Date by the Borrower or any of its Domestic Subsidiaries (including any such property owned by Daws▇▇ ▇▇ any of its Domestic Subsidiaries) having a purchase price (or, if acquired through a merger or stock acquisition, a fair market value) in excess of $1,000,000, promptly (i) execute and deliver a first priority mortgage or deed of trust, as the case may be (subordinate only to such mortgages or deeds of trust as are necessary to permit the Borrower or such Domestic Subsidiary to purchase such real property but subject to such easements, rights of way, restrictions and other similar encumbrances as such property may be subject at the time of acquisition), in favor of the Collateral Agent, covering such real property, in form and substance reasonably satisfactory to the Collateral Agent, (ii) provide to the Collateral Agent all necessary documents reasonably requested by the Collateral Agent to confirm the Borrower's or its Subsidiaries' ownership of such real property, (iii) if requested by the Collateral Agent, provide the Lenders with any consents or estoppels deemed necessary or advisable by the Collateral Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (iv) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in the preceding clauses (i) and (iii), which opinions shall be in form and substance and from counsel reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, no Immaterial Subsidiary compliance shall not be required with the foregoing provision of this paragraph (c) in respect of any interest in real property which, at the time of acquisition thereof by the Borrower or its Subsidiary, is subject to a legal or contractual restriction that would prohibit the granting of a mortgage thereon to the Collateral Agent; provided, that the aggregate book valued of real property owned by the Borrower and its Subsidiaries so subject may not exceed $7,500,000 at any time. (d) With respect to any Foreign Subsidiary of created or acquired after the Closing Date and prior to the Merger Date by the Borrower or any of its Domestic Subsidiaries, promptly (and in any event within 150 days after the acquisition or creation thereof) (i) execute and deliver to the Collateral Agent such amendments to the Master Guarantee and Collateral Agreement (or comparable documentation) as the Collateral Agent deems reasonably necessary or advisable in order to grant to the Collateral Agent a perfected first priority security interest in the Capital Stock (except for Liens permitted under Section 4.14) of such new Foreign Subsidiary which is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests any such new Subsidiary be required to be so pledged), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in any Foreign Subsidiary blank, executed and delivered by a duly authorized office of the Borrower or any of its Subsidiaries such Subsidiary, as the case may be, and (iii) if more than 65% of requested by the assets of such Subsidiary are securities of foreign companies Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in the preceding clauses (such determination to be made on the basis of fair market valuei) and (ii), which opinions shall be required in form and substance and from counsel reasonably satisfactory to be pledged hereunderthe Collateral Agent. (e) With respect to any oil and gas property acquired after the Closing Date and prior to the

Additional Collateral. (ai) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Should Borrower or any of its Subsidiaries purchase, otherwise acquire or own any Oil and Gas Property that is intended to be not already included in the Oil and Gas Property Collateral and the subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (an Oil and Gas Property Mortgage in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative favor of Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersLender Group, Borrower will grant or cause to be granted to Agent as security for the Obligations a first-priority Lien (subject only to Permitted Liens) on all of Borrower's or such Subsidiary's, as the case may be, interest in such Oil and Gas Properties not already subject to a Lien on of such Capital Stockan Oil and Gas Property Mortgage simultaneously with Borrower's or such Subsidiary's purchase, (ii) take all actions necessary acquisition or advisable to cause ownership of such Oil and Gas Property which Lien to will be duly created and perfected by and in accordance with the provisions of an Oil and Gas Property Mortgage and other security agreements and financing statements, or other security instruments, all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock in form and substance satisfactory to the Administrative Agent together with undated stock powers in its sole discretion and in sufficient executed in blank therefor, (and (iiiacknowledged where necessary or appropriate) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) counterparts for recording purposes; and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the should Borrower or any of its Subsidiaries if more than 65% purchase, otherwise acquire or own any Real Property that is not already included in the Real Property Collateral and the subject of a Real Property Mortgage in favor of Agent for the benefit of the assets Lender Group, Borrower will grant or cause to be granted to Agent as security for the Obligations a first-priority Lien (subject only to Permitted Liens) on all of Borrower's or such Subsidiary's, as the case may be, interest in such Real Property not already subject to a Lien of such Subsidiary a Real Property Mortgage simultaneously with Borrower's or such Subsidiary's purchase, acquisition or ownership of such Real Property which Lien will be created and perfected by and in accordance with the provisions of a Real Property Mortgage and other security agreements and financing statements, or other security instruments, all in form and substance satisfactory to Agent in its sole discretion and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (b) Concurrently with the granting of the Lien or other action referred to in Section 6.18(a) above as to Oil and Gas Property, Borrower will provide to Agent title information and a title opinion in form and substance satisfactory to Agent in its sole discretion with respect to Borrower's or such Subsidiary's, as the case may be, interests in such Oil and Gas Properties, and concurrently with the granting of the Lien or other action referred to in Section 6.18(a) above as to Real Property, Borrower will provide to Agent title information and a mortgagee title insurance commitment in form and substance satisfactory to Agent in its sole discretion with respect to Borrower's or such Subsidiary's, as the case may be, interests in such Real Property. (c) Borrower shall cause all of its present and future Subsidiaries that are securities of foreign companies (such determination 50% or more owned directly or indirectly by Borrower to be made on the basis of fair market value), shall be required to be pledged hereunderexecute a Guaranty Agreement and Security Agreements.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets (other than assets having a de minimis value) acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (y) any assets described in paragraph (b) or (c) of this subsection 7.10 and (z) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) if requested by the Lender, execute and deliver to the Administrative Agent Lender such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall Lender may deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a Lien on such Capital Stockassets, (ii) if requested by the Lender, take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforLender, and (iii) if requested by the Administrative Agent or the Required LendersLender, deliver to the Administrative Agent Lender legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiaryLender. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the BorrowerSubsidiary, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to a Subsidiaries Security Agreement pursuant to documentation which is in form and substance satisfactory to the Subsidiary Pledge Agreement and the Subsidiary Guarantee Lender and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent Lender legal opinions relating to due authorization, execution, delivery of such Subsidiaries Security Agreement by such new Subsidiary and the matters described in clause (i) immediately precedingenforceability against it of such Subsidiaries Security Agreement, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding Lender. (c) With respect to any Person that, subsequent to the foregoingClosing Date, no Immaterial becomes a Subsidiary, promptly (i) cause such new Subsidiary to become a party to a Subsidiaries Guarantee pursuant to documentation which is in form and substance satisfactory to the Lender and (ii) deliver to the Lender legal opinions relating to due authorization, execution, delivery of such Subsidiaries Guarantee by such new Subsidiary and the enforceability against it of such Subsidiaries Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. (d) With respect to any Person that, subsequent to the Closing Date, becomes a Subsidiary, promptly cause such new Subsidiary to (i) execute and deliver to the Lender a new stock pledge agreement or Foreign Subsidiary such amendments to the relevant Stock Pledge Agreement as the Lender shall deem necessary or reasonably advisable to grant to the Lender, for the benefit of the Borrower shall be required to execute Lender, a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of Lien on the Capital Stock of or equity interests in any Foreign such Subsidiary of which is owned by the Borrower or any of its Subsidiaries if more than 65% Subsidiaries, (ii) deliver to the Lender the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the assets of Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary are securities of foreign companies (such determination to take all actions necessary or advisable to cause the Lien created by the relevant Subsidiary Security Agreement to be made on duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the basis filing of fair market value), shall financing statements in such jurisdictions as may be required requested by the Lender and (iv) deliver to be pledged hereunder.the Lender legal opinions relating to the matters described in clauses

Additional Collateral. Subject to obtaining applicable consents of third parties, the Pledgor shall pledge to the Collateral Agent hereunder, immediately upon the acquisition (adirectly or indirectly) With respect to thereof, any Capital Stock and all shares of any newly created stock, partnership interests or acquired Subsidiary or any newly issued Capital Stock other equity interests of any existing Subsidiary acquired after the Original Closing Date by the Borrower Issuers or any of its Subsidiaries that is intended to be subject their affiliates hereafter acquired by the Pledgor. The Pledgor shall promptly deliver such Collateral to the Lien created by Collateral Agent, together with in the case of securities, a duly executed Pledge Agreement Supplement substantially in the form of Exhibit 3 hereto identifying such additional shares, partnership interests or equity interests which are being pledged, together with certificates representing such additional shares, partnership interests or equity interests and such additional writings, including without limitation assignments and duly signed undated stock or equity interest powers as the Pledgor must provide to the Collateral Agent to perform its duties hereunder and any additional documents with respect thereto as the Collateral Agent shall request. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Agreement Supplement to this Pledge Agreement and agrees that all shares, partnership interests and equity interests listed on any Pledge Agreement Supplement delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Securities. In connection therewith, the Pledgor agrees to deliver promptly to the Collateral Agent a revised Exhibit 1 listing the Issuers subject thereto, and a revised Exhibit 2 listing the securities of such additional subsidiary subject thereto. In addition, for the convenience of the parties, the Pledgor shall, upon any change in the nature, amount or description of the Pledged Securities in accordance with the provisions of this Pledge Agreements but which is not so subjectAgreement, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements a revised Exhibit 1 or such other documents Exhibit 2, as the Administrative Agent case may be, listing the Pledged Securities subject hereto. Exhibit 1 and Exhibit 2 hereto shall deem necessary or advisable to grant to be deemed amended and restated by such revised exhibit; provided, however, that the Administrative Agent, for the benefit failure of the Lenders, a Lien on Pledgor to deliver such Capital Stock, (ii) take all actions necessary revised exhibits or advisable of the Collateral Agent to cause distribute or attach any such Lien revised exhibits shall not affect the security interest purported to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.granted hereby;

Additional Collateral. (a) With respect to any Capital Stock of any newly new Subsidiary (other than a Shell Subsidiary so long as it qualifies as such) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but Borrowers or any of their respective Subsidiaries (which is not so subjectshall be deemed to have occurred in the event that any Non-Recourse Subsidiary ceases to qualify as such), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on perfected first priority security interest in the Equity Interests and intercompany obligations of such Capital Stocknew Subsidiary that are held by any of the Borrowers or any of their respective Subsidiaries (limited, in the case of Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary), (iib) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock deliver to the Administrative Agent the certificates, if any, representing such Equity Interests, and any intercompany notes evidencing such obligations, together with undated stock powers and endorsements, in blank, executed in blank thereforand delivered by a duly authorized officer of the applicable Borrower or such Subsidiary, as the case may be, and (iiic) if requested by except in the Administrative Agent case of a Foreign Subsidiary or the Required Lendersan Excluded Acquired Subsidiary (until it ceases to qualify as such), deliver to the Administrative Agent legal opinions relating to the matters described in clauses cause such new Subsidiary (i) to become a party to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest in the Capital Stock of any Immaterial Subsidiary. (b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect Subject to any Capital Stock the Agreed Security Principles, upon the formation or acquisition of any newly created new direct or acquired indirect Restricted Subsidiary (other than an Excluded Subsidiary (provided that each of (i) any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary and (ii) any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Restricted Subsidiary shall be deemed to constitute the acquisition of a Restricted Subsidiary for all purposes of this Section 7.12)) by any Loan Party, the Borrowers shall, in each case at the Borrowers’ expense: (i) within 30 Business Days after such formation or any newly issued Capital Stock acquisition (or (i) solely in the case of any existing direct or indirect Subsidiary acquired after in connection with the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectArysta LifeScience Acquisition, promptly (and in any event within 30 90 days after the acquisition thereof): Amendment No. 3 Funding Date, or (iii) such longer period as may be contemplated by the Agreed Security Principles or as otherwise agreed to by the Administrative Agent in its sole discretion), cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements (A) a Subsidiary Joinder Agreement or such other documents as the Administrative Agent shall deem necessary or advisable to grant joinder agreement, in each case, in form and substance satisfactory to the Administrative Agent, for guaranteeing the benefit of Borrowers’ obligations under the Lenders, a Lien on such Capital StockLoan Documents, (iiB) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements the case of Lawany Domestic Subsidiary, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) a joinder to the Pledge and (ii) immediately preceding, which opinions shall be Security Agreement in form and substance, and from counsel, reasonably substance satisfactory to the Administrative Agent. Notwithstanding , (ii) Uniform Commercial Code financing statements in the foregoingstate of incorporation or formation of each such Subsidiary in order to, with respect to such Subsidiary, perfect and protect the Borrower shall not be required first priority liens and security interests created under the Pledge and Security Agreement, certificates representing the Pledged Collateral referred to grant to in the Pledge and Security Agreement accompanied by undated stock powers, endorsements and/or transfer powers, as applicable, executed in blank and evidence that all other actions that the Administrative Agent a Lien upon may deem reasonably necessary in order to perfect and protect the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to liens and security interests created under the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (Pledge and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Security Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required LendersIntellectual Property Security Agreements have been taken, deliver subject to the Administrative Agent legal opinions relating terms thereof, (iii) the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the matters described in clause (i) immediately precedingsuch Subsidiary, which opinions such search shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, reveal no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in Liens on any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination except for Liens expressly permitted by Section 8.01 or other Liens acceptable to the Collateral Agent and except for Liens to be made discharged on or prior to such Subsidiary’s execution of documents referred to in clauses (B)(i) hereof, pursuant to documentation reasonably satisfactory to the basis Collateral Agent, (iv) such certificates of fair market valueresolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Subsidiary is a party or is to be a party and (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed, and that such Subsidiary is validly existing and in good standing in its state of incorporation or formation (or such other security documents in form and substance satisfactory to the Administrative Agent), and in each case solely to the extent not in contravention of the Agreed Security Principles, and (C) with respect to any Foreign Subsidiary, deliver those documents reasonably necessary in order to create, perfect and protect the liens and security interests granted by such Subsidiary to the Collateral Agent as reasonably requested by the Administrative Agent and solely to the extent not in contravention of the Agreed Security Principles; (ii) within 30 days after such formation or acquisition (or (i) in the case of Anion, within 30 days after the Anion Release, or (ii) solely in the case of any direct or indirect subsidiary acquired in connection with the Arysta LifeScience Acquisition, within 90 days after the Amendment No. 3 Funding Date or such longer period as otherwise agreed by the Administrative Agent in its sole discretion) (or such longer period as may be contemplated by the Agreed Security Principles or as otherwise agreed to by the Administrative Agent in its sole discretion), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion with respect to such Subsidiary, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent, and (iii) at any time and from time to time, promptly execute and deliver any further instruments and documents and take all such other action as the Collateral Agent may deem reasonably necessary in obtaining the full benefits of, or in perfecting and preserving the Liens of, the Collateral Documents; provided, that, subject to the Agreed Security Principles, each Loan Party shall be required to be pledged hereunder.cause (A) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Excluded Domestic Subsidiary) and (B)

Additional Collateral. (a) With respect to any Person that, subsequent to the Closing Date, becomes a Restricted Subsidiary (other than a Foreign Subsidiary), promptly: (i) cause the Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date such Person owned by the Borrower or and any of its Subsidiaries that is intended Restricted Subsidiary to be subject pledged to the Lien created by any Administrative Agent, for the ratable benefit of the Pledge Agreements but Lenders, pursuant to documentation reasonably satisfactory to the Administrative Agent, and take all actions reasonably necessary or advisable to cause the Lien thereon to be duly perfected in accordance with all applicable Requirements of Law, and deliver any certificates representing such Capital Stock to the Administrative Agent, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (b) With respect to any Person that, subsequent to the Closing Date, becomes a Restricted Subsidiary and is not so subjecta Foreign Subsidiary, promptly (and in any event within 30 days after the acquisition thereof): promptly: (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents a new pledge agreement as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any Restricted Subsidiary (provided that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be reasonably necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject Person that, subsequent to the Lien created by any of the Pledge Agreements but which is not so subjectClosing Date, becomes a Domestic Subsidiary, promptly (and and, in any event event, within 30 days ten Business Days after the acquisition thereofsuch Person becomes a Domestic Subsidiary): (i) execute and deliver to the Administrative Agent Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Pledge Agreements or such other documents Security Document as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iiiii) cause such new Subsidiary (A) to become a party to the Initial Collateral Agreement or the Subsequent Collateral Agreement, as applicable, in each case pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable to cause such the Lien created by the Initial Collateral Agreement or the Subsequent Collateral Agreement, as applicable, to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank therefor, and (iiiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i), (ii) and (iiiii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct Foreign Subsidiary and which has Capital Stock which is owned directly by the Borrower or indirect Subsidiary of the Borrowera Domestic Subsidiary, promptly (and and, in any event event, within 30 days after following the date upon which such Person becomes a Foreign Subsidiary): (i) cause such new Subsidiary to become a party execute and deliver to the Subsidiary Administrative Agent a new Foreign Pledge Agreement or such amendments to the relevant Foreign Pledge Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged if the pledge of more than such amount would be reasonably likely to cause adverse tax consequences), (ii) to the extent reasonably deemed advisable by the Administrative Agent, deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary Guarantee as may be necessary or advisable to perfect such Lien on such Capital Stock and (iiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i) through (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) In furtherance of the foregoing provisions of this subsection 7.10, Premisys and each of its Subsidiaries shall, on the Merger Date, be deemed to be a Subsidiary of the Borrower and shall comply with the provisions of this subsection 7.10; provided that (i) it being understood that Premisys and each of its Subsidiaries shall, for purposes of this subsection 7.10 only, be deemed not to constitute a Subsidiary of the Borrower prior to the Merger Date and (ii) if the Borrower provides to the Administrative Agent a certificate of a Responsible Officer certifying that the Reorganization Date is anticipated in good faith to occur within 60 days following the Merger Date, then the Borrower need not comply with the provisions of clause (b) of this subsection 7.10 (or any similar requirement of any Security Document) until the earlier of the Reorganization Date or such 60th day following the Merger Date. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of pledge the Capital Stock of or equity interests in any Foreign Subsidiary of Premisys which is held by it pursuant to the Borrower or any of its Subsidiaries if more than 65% of Initial Collateral Agreement from and after the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderClosing Date.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower BMC or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subject, at any time other than during the a Positive Security Period, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Subsidiary, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Administrative Agent: (i) cause such new Subsidiary to become a party to the Subsidiary Guarantee pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (ii) cause the capital stock of such Subsidiary to be pledged under the HomeSide Pledge Agreement and pursuant to documentation satisfactory to the Subsidiary Guarantee Administrative Agent (including acknowledgment thereof by such Subsidiary) and (iiiii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect If either Pledgor shall, at any time and from --------------------- time to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired time after the Original Closing Date by date hereof, acquire any additional membership interests in the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any Indebtedness of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters types described in clauses (i) and (ii) immediately precedingof SECTION 1 (including the acquisition by Parent, which opinions as a result of the dissolution of Holdings or the merger of Holdings into Parent, of the outstanding membership interests in the Borrower owned by Holdings as of the date hereof), the same shall be automatically deemed to be Pledged Interests or Pledged Indebtedness, as the case may be, and to be pledged to the Administrative Agent pursuant to SECTION 1, and such Pledgor will forthwith pledge and deposit the same with the Administrative Agent and deliver to the Administrative Agent any certificates or instruments therefor, together with the endorsement of such Pledgor (in the case of any promissory notes or other instruments), undated stock powers (in the case of Pledged Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blank and in form and substance, and from counsel, reasonably substance satisfactory to the Administrative Agent. Notwithstanding , together with such other certificates and instruments as the foregoingAdministrative Agent may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), the Borrower shall not be required to grant and will promptly thereafter deliver to the Administrative Agent a Lien upon fully completed and duly executed amendment to this Agreement in the Capital Stock form of Exhibit A (each, a "Pledge Amendment") in respect --------- thereof. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Immaterial Subsidiary. (b) With Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof; provided that the failure of such -------- Pledgor to execute and deliver any Pledge Amendment with respect to any Person that, subsequent to such additional Collateral as required hereinabove shall not impair the Original Closing Date, becomes a direct or indirect Subsidiary security interest of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent in such Collateral or otherwise adversely affect the Required Lenders, deliver to rights and remedies of the Administrative Agent legal opinions relating to hereunder with respect thereto. If any Pledged Interests (whether now owned or hereafter acquired) are "uncertificated securities" within the matters described in clause (i) immediately precedingmeaning of the applicable Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to each applicable Pledgor will promptly notify the Administrative Agent. Notwithstanding the foregoingAgent thereof and will promptly take and cause to be taken all actions required under applicable law, no Immaterial Subsidiary including, as applicable, under Article 8 or Foreign Subsidiary 9 of the Borrower shall be required applicable Uniform Commercial Code, to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% perfect the security interest of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderAdministrative Agent therein.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject Person that, subsequent to the Lien created by any of Effective Date, becomes an Additional Restricted Subsidiary (other than a Project Subsidiary), cause the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): applicable Loan Parties to promptly: (i) execute and deliver to the Administrative Collateral Agent and the other Secured Parties such amendments to the relevant Pledge Agreements Security Documents and such other agreements or such other documents as the Administrative may be necessary or as any Agent or any other Secured Party shall deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit on behalf of the Lenders, and the other Secured Parties, a Lien on (A) the Equity Interests in such Capital StockAdditional Restricted Subsidiary, except that this clause (A) shall not apply to Equity Interests in Non-Securing Subsidiaries not owned by the Borrower or a Restricted Subsidiary, and (B) all assets (other than Real Property except to the extent such Real Property is covered by the security documentation for the personal property of such Subsidiary without any material additional filings or burdensome requirements) of such Additional Restricted Subsidiary (other than Equity Interests in Unrestricted Subsidiaries and Project Subsidiaries), except that this clause (B) shall not apply to Non-Securing Subsidiaries, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock deliver to the Administrative Collateral Agent the certificates, if any, representing such Equity Interests, together with undated stock powers share transfers executed and delivered in blank thereforby a duly authorized officer of the Borrower or such Non-Project Subsidiary, as the case may be, (iii) execute and deliver such other guaranties and security agreements as any Agent or any Secured Party requests, and (iiiiv) if requested by the Administrative Collateral Agent or the Required Lendersany other Secured Party, deliver to the Administrative Agent Secured Parties legal opinions relating to the matters described in clauses (i), (ii) and (iiiii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative each Facility Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect Within ninety (90) days following the written request of the Majority Common Creditors, take and cause its Pledging Subsidiaries to take, all such action as is necessary or that any Person thatAgent deems reasonably appropriate in order to provide the Lenders with a first priority perfected security interest in all leasehold interests held by the Borrower or any of its Pledging Subsidiaries, subsequent to the Original Closing Date, becomes a direct either directly or indirect Subsidiary of through the Borrower, promptly (including obtaining all necessary consents and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement filings, all necessary registrations and the Subsidiary Guarantee and (ii) if requested filings by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderin connection therewith.

Additional Collateral. (a) With respect to any Capital Stock each Person which becomes a Domestic Subsidiary of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower (directly or any of its Subsidiaries that is intended to be subject indirectly) subsequent to the Lien created Effective Date, whether by any of Permitted Acquisition or otherwise, the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) Borrower shall cause such new Domestic Subsidiary to execute and deliver to the Administrative Agent Agent, for and on behalf of each of the Lenders: (i) within thirty (30) days after the date such amendments to the relevant Pledge Agreements Person becomes a Domestic Subsidiary (or such other documents longer time period as the Administrative Agent may determine), at the Administrative Agent’s option, (A) a Guaranty Agreement in substantially the same form as the Guaranty Agreement executed by the Guarantors on the Effective Date (or a joinder agreement thereto) whereby such Domestic Subsidiary becomes obligated as a Guarantor, or (B) a joinder to this Agreement whereby such Domestic Subsidiary becomes a Borrower hereunder; (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), a Security Agreement substantially in the same form as the Security Agreement executed by the Loan Parties on the Effective Date (or a joinder thereto) whereby such Domestic Subsidiary grants a Lien over its assets (subject to the limitations on the pledge of Equity Interests set forth in Section 2.11(b)) as set forth in the Security Agreements, and such Domestic Subsidiary shall deem take such additional actions as may be necessary to ensure a valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to Excepted Liens and during the Ex-Im Period the first priority Liens of the Ex-Im Lender as described in the Intercreditor Agreement; and (iii) with the time period specified in and to the extent required under Section 8.13(b), a Mortgage and other Collateral Documents required to be delivered in connection therewith; and (i) With respect to the acquisition of a fee interest in real Property by any Loan Party after the Effective Date (whether by Permitted Acquisition or advisable otherwise), not later than thirty (30) days after the acquisition is consummated or the owner of such Property becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), such Loan Party shall execute or cause to grant be executed (unless waived by the Administrative Agent), a Mortgage (or an amendment to an existing Mortgage, where appropriate) covering such real Property, together with such additional real estate documentation, environmental reports, title policies and surveys as may be reasonably required by the Administrative Agent; and (ii) with respect to the acquisition of any leasehold interest in real Property by any Loan Party after the Effective Date (whether by Permitted Acquisition or otherwise), upon which the primary books and records of any Loan Party are or will be located, the applicable Loan Party shall promptly deliver to the Administrative Agent a copy of the applicable lease agreement and shall use commercially reasonable, good faith efforts to deliver to the Administrative Agent, for not later than thirty (30) days after the benefit acquisition is consummated or the owner of the Lendersapplicable leasehold interest becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), unless otherwise waived by the Administrative Agent, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected collateral access agreement in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock the form and substance reasonably acceptable to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested such other documentation as may be reasonably required by the Administrative Agent or Agent; In each case in the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock in its reasonable discretion, together with such supporting documentation, including corporate authority items, certificates and opinions of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, as reasonably satisfactory to required by the Administrative Agent. Notwithstanding Upon the foregoingAdministrative Agent’s request, no Immaterial Subsidiary the Loan Parties shall take, or Foreign Subsidiary cause to be taken, such additional steps as are necessary or advisable under applicable Law to perfect and ensure the validity and priority of the Borrower Liens granted under this Section 8.13. In the case of assets or properties other than the Domestic-First Priority Collateral, this Agreement and the other Loan Documents shall not require the creation or perfection of Liens in particular properties or assets if and for so long as, in the reasonable judgment of the Administrative Agent, the cost of creating or perfecting such Liens in such property shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% excessive in view of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination benefits to be made on obtained by the basis of fair market value), shall be required to be pledged hereunderLenders therefrom.

Additional Collateral. (ai) With respect In order to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after increase the Original Closing Date by Availability under this Agreement, the Borrower or any of its Subsidiaries that is intended to be Administrative Agent may, subject to the Lien created by terms of this Subsection 2.1(f), approve certain Eligible Assets to be included in the Additional Collateral included in the Collateral hereunder (the date of any such approval and pledge hereunder, the “Pledge Date”). The addition of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver Additional Collateral to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent Collateral pool shall deem necessary or advisable to grant to be permitted in the Administrative Agent’s discretion, for in accordance with the benefit terms of the Lenders, a Lien on such Capital Stock, this Subsection 2.1(f). (ii) take Unless otherwise expressly provided herein and without duplication, all actions necessary of the terms, provisions, requirements, deliveries, representations, warranties, covenants, duties, liabilities, defaults, rights, remedies and agreements that are contained in or advisable to cause such Lien to be duly perfected required by the Arbor Credit Documents and apply in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock any way to the Administrative Agent together with undated stock powers executed Mortgage Assets and related Purchased Items under the Arbor Credit Facility (as opposed to the Arbor Credit Facility generally) shall, unless waived in blank therefor, and (iii) if requested writing by the Administrative Agent or pursuant to a written request of the Required LendersBorrowers, deliver be equally applicable to the Administrative Agent legal opinions relating Mortgage Assets and the related Collateral under this Agreement, with all of the necessary changes having been or deemed to the matters described in clauses (i) have been made to such terms, provisions, requirements, deliveries, representations, warranties, covenants, duties, liabilities, defaults, rights, remedies and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agentagreements as necessary. Notwithstanding the foregoing, however, (A) the Borrower terms Deficit, Notice of Borrowing, Table Funded Mortgaged Asset and Table Funded Trust Receipt contained in the Arbor Credit Facility, (B) the provisions of Sections 2.5 and 2.9 of the Arbor Credit Agreement and Schedule 1-A to the Arbor Credit Facility Fee Letter shall be inapplicable to this Agreement and the other Loan Documents. For the avoidance of doubt, the terms Asset Value, Confirmation, Custodian, Custodial Agreement, Custodial Fee Letter, Junior Interest and Servicer Redirection Notice shall have the meaning set forth in this Agreement or the other Loan Documents and not as defined in the Arbor Credit Facility. With respect to the Additional Collateral, the applicable Advance Rates, the Maximum LTV (or Maximum LTC), Minimum DSCR and financing spreads shall be required contained in the related Confirmation. To the extent there is any question or dispute as to grant the applicability, interpretation, implication, impact, effect or scope of any term, provision, requirement, delivery, representation, warranty, covenant, duty, liability, default, right, remedy or agreement from the Arbor Credit Facility, the Administrative Agent shall resolve all such questions and disputes in its reasonable and good faith discretion. Notwithstanding anything contained herein to the contrary, the terms of the financing of any Additional Collateral may be set forth in the related Confirmation and such terms shall be controlling over any contrary terms in this Agreement, the Fee Letter or any other Loan Document. (iii) To the extent the Borrowers desire to include any Mortgage Asset as a part of the Additional Collateral under this Agreement and the other Loan Documents, the Borrowers shall make a written request to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person thatand, subsequent to the Original Closing Datein connection therewith, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by provide the Administrative Agent or with the Required Lenders, deliver to Underwriting Package and Seller-Asset Schedule for such Mortgage Asset and such other information as the Administrative Agent legal opinions relating to the matters described may require in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.its

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after Until the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any Discharge of the Pledge Agreements but which is not so subjectFirst Lien Obligations, promptly (no Grantor will grant, and in each will use its best efforts to prevent any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersPerson from granting, a Lien on any property in favor of the Inventory Collateral Agent to secure the Inventory Obligations or in favor of the ABL Loan Collateral Agent to secure the ABL Loan Obligations unless such Capital Stock, Grantor grants (ii) take all actions necessary or advisable offers to cause such grant with reasonable opportunity for the Lien to be duly perfected in accordance with all applicable Requirements accepted) the Inventory Collateral Agent a first-priority Lien on such property and the ABL Loan Collateral Agent a second-priority Lien on such property; provided that the refusal of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative ABL Loan Collateral Agent or the Required LendersInventory Collateral Agent, deliver as the case may be, to accept such Lien will not prevent the Inventory Collateral Agent or the ABL Loan Collateral Agent, respectively, from taking the Lien; provided further that, for the avoidance of doubt, this Section 2.3 (Additional Collateral) will not preclude any Collateral Agent from taking any action, filing or delivering any instrument, document or financing statement to establish, perfect, preserve or protect the Liens in favor of such Collateral Agent in the relevant Collateral, subject to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock terms of any Immaterial Subsidiarythis Agreement. (b) With respect Subject to any Person thatSection 2.1 (Priority Ranking of Liens), subsequent to if the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative ABL Loan Collateral Agent or the Required LendersInventory Collateral Agent hereafter acquires a Lien on property to secure the ABL Loan Obligations or the Inventory Obligations, deliver respectively, where the property is not also subject to a Lien securing the Administrative Inventory Obligations or the ABL Loan Obligations, respectively, then such Collateral Agent legal opinions relating to will give the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets other Collateral Agent written notice of such Subsidiary are securities of foreign companies Lien no later than five (5) Business Days after acquiring such determination Lien. If the other Collateral Agent also obtains a Lien on such property or if such Collateral Agent fails to provide such timely notice, then such property will be deemed to be made on the basis of fair market value), shall be required to be pledged hereunderCollateral for all purposes hereunder in accordance with paragraph (a) above.

Additional Collateral. (a) With respect to any Capital Stock Upon the request of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by Agent, the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (shall use commercially reasonable efforts and in any event within 30 days after the acquisition thereof): (i) undertake such reasonable action and execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as may be reasonably necessary to permit the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenderslenders, to obtain a Lien on pledge of the Equity Interests in the Subsidiaries of the Borrower that own the Plymouth 20 Assets to secure the Obligations, with the execution and delivery of any such Capital Stockpledge being subject to the requirement that the Agent shall enter into an acceptable intercreditor agreement with the lender(s) under the Plymouth Industrial 20 LLC Loan Facility (or any replacements(s) thereof). To the extent necessary in order to grant such additional collateral, (ii) take all actions necessary or advisable Borrower shall cause each applicable Subsidiary that owns an Equity Interest in the Subsidiaries of the Borrower that own the Plymouth 20 Assets to cause execute and deliver to Agent a Joinder Agreement wherein, as approved by the Agent and such Lien to Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be duly perfected authorized, in accordance with its respective organizational documents, to be a Subsidiary Guarantor hereunder and to execute such Security Documents as Agent may reasonably require. Borrower shall further cause all applicable Requirements of Lawrepresentations, including delivering all such original certificates evidencing such Capital Stock covenants and agreements in the Loan Documents with respect to the Administrative Agent together Subsidiary Guarantors to be true and correct with undated stock powers executed in blank thereforrespect to each such Subsidiary from and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of such Joinder Agreement, and (iii) if requested by the Administrative Agent or the Required Lenders, Borrower shall deliver to the Administrative Agent legal such organizational agreements, resolutions, consents, opinions relating to and other documents and instruments as the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, Agent may reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.require

Additional Collateral. (a) With respect After the Agreement Effective Date, the Borrower shall have the right, subject to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date satisfaction by the Borrower or any of its Subsidiaries that is intended the conditions set forth in this Section 4.3, to be subject add additional Mortgage Properties (each, a “New Subject Project”) to the Lien created by any of Collateral Pool Properties. In the Pledge Agreements but which event the Borrower desires to add New Subject Projects to the Collateral Pool Properties as aforesaid or is not so subjectotherwise required to add Property to the Collateral, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver Borrower shall provide written notice to the Administrative Agent of such amendments to the relevant Pledge Agreements request or such other documents as requirement (which the Administrative Agent shall deem necessary or advisable to grant promptly furnish to the Administrative AgentLenders), for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance together with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock documentation and other information necessary to permit the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the to determine whether such New Subject Project is an Eligible Collateral Pool Property. The Administrative Agent or and the Required LendersLenders acknowledge and agree that the Southland Project satisfies the criteria of an Eligible Collateral Pool Property, deliver subject to repayment in full of the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingSecured Indebtedness encumbering such Project, which opinions shall be in form and substanceis scheduled to occur on or about December 1, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent2013. Notwithstanding the foregoing, no Immaterial New Subject Project shall be included as Collateral unless and until the following conditions precedent have been satisfied: (a) Such New Subject Project shall satisfy the criteria of an Eligible Collateral Pool Property; (b) the owner of any New Subject Project shall be a Subsidiary or Foreign of the Borrower, such Subsidiary, and any Subsidiary of the Borrower owning a direct or indirect interest in such Subsidiary, shall be required have executed a Joinder Agreement and satisfied the conditions of Section 4.7; (c) the Borrower and/or such Additional Subsidiary Guarantor(s), as applicable, shall have executed and delivered to execute a Subsidiary Guarantee or Subsidiary Pledge Agreementthe Administrative Agent all Eligible Collateral Pool Qualification Documents; and (d) after giving effect to the inclusion of such New Subject Project, and no more than 65% each of the Capital Stock of representations and warranties made by or equity interests in any Foreign Subsidiary on behalf of the Borrower and the Guarantors contained in this Agreement, the other Loan Documents or in any of its Subsidiaries if more than 65% document or instrument delivered pursuant to or in connection with this Agreement, including without limitation the representations and warranties with respect to the Mortgage Properties in Section 6.22 hereof, shall be true in all material respects both as of the assets date as of such Subsidiary are securities which it was made and shall also be true as of foreign companies the time of the addition of Mortgage Properties to the Collateral as part of the Borrowing Base Availability, with the same effect as if made at and as of that time, except as previously disclosed in writing by the Borrower to the Administrative Agent and approved by the Administrative Agent in writing (such determination which disclosures shall be deemed to be amend the schedules and other disclosures delivered as contemplated in this Agreement) (it being understood and agreed that any representation or warranty which by its terms is made on the basis as of fair market value), a specified date shall be required to be pledged hereundertrue and correct in all material respects only as of such specified date), and no Default or Event of Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate of the Borrower to such effect. Notwithstanding the foregoing, in the event that such New Subject Project does not satisfy the conditions set forth in this Agreement for acceptance as a Mortgage Property, such New Subject Project may be accepted as a Mortgage Property only with the prior written consent of the Required Lenders.

Additional Collateral. If Borrower proposes to add more Mortgage Properties or Partnership Interest Properties, Borrower shall notify the Administrative Agent in writing not less than twenty (a20) With Business Days prior to the proposed effective date of such addition. Such additional Mortgage Properties or Partnership Interest Properties may be available due to (i) the acquisition by any member of the Glimcher Group of any Project which will either not be encumbered by Secured Indebtedness or will be encumbered by Secured Indebtedness that will permit the pledge of direct or indirect ownership interests in the owner of such Project or (ii) the repayment in full of any Secured Indebtedness encumbering a Project which is currently owned by a member of the Glimcher Group, either from the Glimcher Group’s own funds or through the proceeds of a refinancing which will permit the pledge of direct or indirect ownership interests in the owner of such Project (in each case under this clause (ii) and under clause (i), a “New Subject Project”). Each such notice with respect to a New Subject Project shall provide the Administrative Agent with copies of a rent roll, leasing activity reports, tenant sales reports (if applicable), all Leases, operating statements for each month for last twelve (12) months, the most recent owner’s title insurance policy, a current title insurance commitment and copies of all underlying title exception documents, a current survey meeting ALTA standards, current property condition and zoning reports, and current Phase I environmental assessments, all dated not more than twelve (12) months prior to the date of such notice (“Initial Diligence”) for distribution to the Lenders. The Administrative Agent shall promptly order an Appraisal of such New Subject Project, at Borrower’s expense. The prior written consent of the Required Lenders shall be required before any Capital Stock such proposed New Subject Project can be added to the Collateral Pool. The Administrative Agent shall promptly request such consent in writing from the Lenders. Each of the Lenders shall have fifteen (15) Business Days after it receives such request and delivery of the applicable Initial Diligence items to notify the Administrative Agent in writing whether it approves or objects to the proposed New Subject Project. If any newly created Lender does not so approve or acquired Subsidiary object in writing to the addition of such New Subject Project within such fifteen (15) Business Day period, such Lender shall be deemed to have approved the New Subject Project. The Administrative Agent shall notify Borrower in writing not later than twenty (20) Business Days after it has requested such approval from the Lenders if the Required Lenders have approved the proposed New Subject Project. Each such New Subject Project shall become either a Mortgage Property, if unencumbered by any Secured Indebtedness, or any newly issued Capital Stock a Partnership Interest Property with respect to which direct or indirect ownership interests therein shall be pledged pursuant to a Collateral Assignment, if encumbered by Secured Indebtedness which permits Pledged Equity Interests. Upon the date of any existing Subsidiary acquired after the Original Closing Date by acquisition of such New Subject Project or the date of such repayment of such prior Secured Indebtedness, as the case may be, the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): shall (i) if such New Subject Project is unencumbered, cause the applicable Subsidiary owning such Project to (A) execute and deliver to the Administrative Agent such amendments a Joinder Agreement with respect to the relevant Pledge Agreements Subsidiary Guaranty (unless such Subsidiary has already executed or such other documents as joined in the Administrative Agent shall deem necessary or advisable to grant to the Administrative AgentSubsidiary Guaranty), for the benefit of the Lenders(B) execute, deliver and record a Lien Mortgage on such Capital StockNew Subject Project, (iiC) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described a lender’s policy of title insurance (with such coverages and endorsements as Administrative Agent may reasonably require) insuring such Mortgage in clauses (i) such amount and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, as is reasonably satisfactory to the Administrative Agent. Notwithstanding , together with an opinion of local counsel as to the foregoingform of such Mortgage similar to those opinions delivered under Section 4.1 with respect to the initial Mortgages, (D) approve for filing UCC-1 Financing Statements prepared by the Borrower shall Administrative Agent with respect to any related personal property, (E) not be required later than ninety (90) days after the addition of such New Subject Project to grant the Collateral Pool, obtain and deliver to the Administrative Agent from those tenants at such Project having Major Leases, estoppel certificates and subordination, non-disturbance and attornment agreements in a form satisfactory to the Administrative Agent unless such requirement is waived by the Administrative Agent, or (ii) if such Project is encumbered by Secured Indebtedness, cause the applicable Subsidiary owning such Project to (A) execute and deliver to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With Joinder Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and Guaranty (unless such Subsidiary has already executed or joined in the Subsidiary Guarantee Guaranty), (B) execute and deliver a Collateral Assignment with respect to the ownership interests in such Project in substantially the same form as the Collateral Assignment attached as Exhibit H-2 and (iiC) if requested by execute, deliver and/or approve for filing such UCC-1 financing statements, acknowledgments and membership, partnership and stock certificates and blank transfer powers, as the Administrative Agent on behalf of the Lenders shall deem reasonably necessary or the Required Lendersdesirable to obtain and perfect a first priority Lien against such ownership interests, (iii) in either case, execute and deliver to the Administrative Agent legal opinions relating a written confirmation that, as of the date such New Subject Project (or a Pledged Equity Interest therein) is included in the Collateral Pool, all of the representations and warranties contained in Section 5.21 hereof are true and correct in all material respects with respect to such New Subject Project as if it (or a Pledged Equity Interest therein) had been included in the matters described Collateral as of the Agreement Effective Date, together with a compliance certificate in clause (i) immediately preceding, which opinions shall be the form of Exhibit A evidencing compliance with all covenants herein both before and after giving effect to such inclusion and a certificate evidencing that all insurance with respect to such additional Collateral Pool Property or as required under Section 5.16 is in form full force and substance, effect. Except in accordance with this Section 2.3 and from counsel, reasonably satisfactory to with Section 6.24 the Administrative Agent. Notwithstanding Agent may not release the foregoing, no Immaterial Subsidiary Mortgage on any Mortgage Property or Foreign Subsidiary the Lien created by the applicable Collateral Assignment in the Pledged Equity Interest with respect to any Partnership Interest Property without the consent of the Required Lenders. The Borrower shall be required hereby agrees to execute a Subsidiary Guarantee or Subsidiary Pledge Agreementpay all direct, out-of-pocket costs and no more than 65% expenses of Administrative Agent incurred in connection with the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets review and acceptance of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderadditional Collateral Pool Property.

Additional Collateral. (a) With respect On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to any become a “Subsidiary Guarantor” under the Guarantee and Collateral Agreement, (ii) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to become a “Grantor” under each relevant Collateral Agreement, (iii) cause the Capital Stock of any newly created or acquired such Wholly Owned Subsidiary or any newly issued to be pledged pursuant to the relevant Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary, no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% of the outstanding shares of voting stock of such Subsidiary, and (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge) and (iv) except in the case of a Foreign Subsidiary or a Receivables Entity, take all steps required by the relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (b) If, as of any existing Collateral Date, any property of the Parent Borrower, any Subsidiary acquired Guarantor that is a “Grantor” under any Collateral Agreement or any Subsidiary that is required to become a “Grantor” pursuant to Section 5.11(a) (including any parcel of owned domestic real property having a fair market value in excess of $10,000,000 but excluding all other real property) is not already subject to a perfected first priority Lien (except as permitted by Section 6.3) in favor of the Administrative Agent or the Collateral Agent, as the case may be, the Parent Borrower will notify the Administrative Agent thereof, and, promptly after such Collateral Date, will cause such assets to become subject to a Lien under the relevant Security Documents and will take, and cause the relevant Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(b) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (c) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, after the Original Closing Date Release Date, no property other than Capital Stock shall be required to become Collateral. (d) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, the Administrative Agent and the Lenders shall not have Liens on (and shall, at the request and expense of the Parent Borrower, timely release any Liens on): (i) the assets transferred to a Receivables Entity and assets of such Receivables Entity, (ii) the Receivables and related assets (of the type specified in the definition of “Qualified Receivables Transaction” or “European Receivables Securitization”, as applicable) transferred, or in respect of which security interests are granted, pursuant to a Qualified Receivables Transaction or a European Receivables Securitization and (iii) if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such a Lien, the Capital Stock or debt (whether or not represented by promissory notes) of or issued by a Receivables Entity to the Parent Borrower or any of its Subsidiaries that is intended to be subject to the Lien created Subsidiaries, in each case in connection with a Qualified Receivables Transaction or a European Receivables Securitization, as applicable, permitted by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiarySection 6.6(c). (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With Subject to this Section 5.8, with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary property acquired after the Original Closing Date by the Borrower or any of its Subsidiaries Debtor that is intended to be subject to the Lien created by any of the Pledge Agreements Security Documents or the Final Order but which is not so subjectsubject (but in any event excluding any assets described in the last sentence of paragraph (b) of this Section 5.8), the Borrower shall promptly give written notice of the same to the Administrative Agent and, if requested by the Administrative Agent or the Required Lenders, the Debtors shall promptly (and in any event within 30 ten (10) days after following written the acquisition thereof): request by the Administrative Agent or the Required Lenders) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent or the Required Lenders shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a Lien on such Capital Stockproperty having the priority specified in the Final Order, and (ii) to the extent not already created and/or perfected, take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Document or the Final Order and not already perfected in accordance with all applicable Requirements of Law, including delivering all the filing of financing statements in such original certificates evidencing jurisdictions as may be reasonably requested by the Administrative Agent or the Required Lenders. The Debtors shall otherwise take such Capital Stock actions and execute and/or deliver to the Administrative Agent together with undated stock powers executed in blank thereforsuch documents as the Administrative Agent or the Required Lenders shall reasonably require to confirm the validity, perfection and priority of the Lien under the Final Order or the Security Documents against such after-acquired properties. (iiib) With respect to any Person that is or becomes a Subsidiary after the Closing Date, the Borrower shall promptly give written notice of the same to the Administrative Agent and, if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions Debtors shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 ten (10) days after following written the request by the Administrative Agent or the Required Lenders) (A) deliver to Administrative Agent the certificates, if any, representing all of the Equity Interests of such Person becomes Subsidiary that are owned by any Debtor, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a Subsidiary): duly authorized officer of such Debtor, and all intercompany notes owing from such Subsidiary to any Debtor together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Debtor, (iB) cause such new Subsidiary to the extent not already created and/or perfected, to take all actions reasonably necessary or advisable in the opinion of the Administrative Agent or the Required Lenders 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 Required Lenders, and (c) cause such new Subsidiary to become a party to the Subsidiary Pledge this Agreement as a “Debtor” and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder“Guarantor”.

Additional Collateral. (a) With respect The Borrower shall, and shall --------------------- cause each of its Collateral Subsidiaries to, cause the Administrative Agent, on behalf of the Secured Parties, to any Capital Stock have at all times a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 7.2.3) in all of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date property (real and personal) owned from time to ------------- time by the Borrower or any such Collateral Subsidiary to the extent the same constitutes or would constitute "Collateral" under the Borrower Security Agreement, the Subsidiary Security Agreement or the Borrower Pledge Agreement. Without limiting the generality of the foregoing, the Borrower shall, and shall cause each of its Collateral Subsidiaries that is intended to, execute, deliver and/or file (as applicable) or cause to be subject executed, delivered and/or filed (as applicable), the pledge agreement(s), the security agreement(s), Uniform Commercial Code (Form UCC-1) financing statements, Uniform Commercial Code (Form UCC-3) termination statements, and other documentation necessary to the Lien created by any of the Pledge Agreements but which is not so subjectgrant and perfect such security interest, promptly (in each case in form and in any event within 30 days after the acquisition thereof): (i) execute and deliver substance satisfactory to the Administrative Agent together, in each case, with such amendments to opinions of legal counsel for the relevant Pledge Agreements or such other documents as the Administrative Agent Borrower (which shall deem necessary or advisable to grant be from counsel reasonably satisfactory to the Administrative Agent) relating thereto, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. (b) The Borrower shall (i) cause each Restricted Subsidiary which has assets (exclusive of assets owned by such Restricted Subsidiary on the Effective Date) and/or in which the Borrower or any Subsidiary has made Investments aggregating for all such assets and Investments (without duplication) $5,000,000 or more (valued at the benefit greater of book and fair market value) to promptly (x) execute a Subsidiary Security Agreement and (y) comply with the Lendersrequirements of clause (a) above, a Lien on such Capital Stock, and (ii) take cause Restricted Subsidiaries to promptly (x) execute ---------- a Subsidiary Security Agreement and (y) comply with the requirements of clause ------ (a) above so that the aggregate amount of all actions necessary assets (exclusive of assets owned --- by such Restricted Subsidiary on the Effective Date) owned by Restricted Subsidiaries and/or in which the Borrower or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering any Subsidiary has made Investments aggregating for all such original certificates evidencing such Capital Stock assets and Investments (without duplication) not subject to the Administrative Agent together with undated stock powers executed Subsidiary Security Agreement does not exceed $10,000,000 (valued at the greater of book and fair market value) in blank therefor, and the aggregate at any time (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters each Restricted Subsidiary described in the foregoing clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agentbeing a ----------- ---- "Collateral Subsidiary"). Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.----------------------

Additional Collateral. (ai) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary Collateral acquired after the Original Closing Date by any Loan Party (other than any property described in paragraph (ii) or (iii) below) as to which the Borrower or any of its Subsidiaries that is intended to be subject to Administrative Agent, for the Lien created by any benefit of the Pledge Agreements but which is Lenders, does not so subjecthave a perfected Lien under the Security Agreement, promptly the Borrowers shall and shall cause such Loan Party to do the following within ten (and in any event within 30 days 10) Business Days after the acquisition thereof): date of acquisition: (iA) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Agreement or such {N0221554 } - 74 - other documents Security Documents as the Administrative Agent shall deem reasonably requests in order to grant Prior Security Interests to the Administrative Agent for the benefit of the Lenders in in such property, (B) take all actions reasonably requested by the Administrative Agent and required by the Security Documents to grant to the Administrative Agent, for the benefit of the Lenders, a Prior Security Interests in the United States in such property (subject to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent and (C) execute, as applicable, and deliver to the Administrative Agent documents in the forms described in Section 7.1 [First Loans and Letters of Credit] modified as appropriate. (ii) With respect to any new Domestic Subsidiary created or acquired directly by a Loan Party after the Closing Date, (including as a result of any Delaware LLC Division), the Borrowers agrees, and agrees to cause such Domestic Subsidiary and Loan Party, as appropriate, to do the following within five (5) Business Days after the date of the date of such Subsidiary’s acquisition or filing of such Subsidiary’s organizational document, as applicable: (A) execute and deliver to the Administrative Agent such amendments to the Guaranty Agreement and Security Documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on Prior Security Interest (subject to Permitted Liens) in the Capital Stock of such Capital Stocknew Domestic Subsidiary that is owned by any Loan Party, (iiB) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (C) cause such new Domestic Subsidiary (1) to become a party to the matters described in clauses (i) Guaranty Agreement and Security Documents as a grantor and Subsidiary Guarantor and (ii2) immediately preceding, which opinions shall be in form to take such actions reasonably necessary and substance, and from counsel, reasonably satisfactory to required by the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required Security Documents to grant to the Administrative Agent for the benefit of the Lenders a Lien upon Prior Security Interest (subject to Permitted Liens) in the Collateral in the United States as described in the Security Documents with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent, and (D) execute, as applicable, and deliver to the Administrative Agent documents in the forms described in Section 7.1 [First Loans and Letters of Credit] modified as appropriate. Notwithstanding the foregoing, if the only material asset of a Domestic Subsidiary is the Capital Stock of any Immaterial a Foreign Subsidiary and the joinder of such Domestic Subsidiary to the Guaranty Agreement and Security Documents, in the good faith judgment of the Borrowers, is likely to result in adverse tax consequences to the Borrowers under Section 956 of the Code, then such Domestic Subsidiary (an “Excluded Domestic Subsidiary”) shall not be required to so join while such condition exists. (biii) With respect to any Person thatnew direct Foreign Subsidiary created or acquired after the Closing Date by any Loan Party, subsequent the Borrowers agree, and agree to cause their respective Domestic Subsidiaries to do the Original Closing Date, becomes a direct or indirect Subsidiary following within ten (10) Business Days after the date of the Borrowerdate of such Foreign Subsidiary’s acquisition or filing of such Foreign Subsidiary’s organizational document, promptly as applicable: (A) execute and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating such amendments to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, Pledge Agreement as the Administrative Agent reasonably satisfactory deems {N0221554 } - 75 - reasonably necessary to grant to the Administrative Agent. Notwithstanding , for the foregoingbenefit of the Lenders, no Immaterial Subsidiary or a Prior Security Interest (subject to Permitted Liens) in the Capital Stock of such new Foreign Subsidiary of the Borrower that is owned by any such Loan Party (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the total outstanding Capital Stock of or equity interests in any such new Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be so pledged), (B) deliver to the Administrative Agent the certificates, if any, representing such pledged hereunderCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be reasonably requested by the Administrative Agent, to perfect the Administrative Agent’s security interest therein, and (C) execute, as applicable, and deliver to the Administrative Agent documents in the forms described in Section 7.1 [First Loans and Letters of Credit] modified as appropriate.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary Property acquired after the Original Closing Date by the Borrower or any of its Subsidiaries NATC Party that is intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is not so subject, promptly (and and, in any event event, within 30 thirty (30) days after such creation or acquisition; provided that the acquisition thereof): Administrative Agent may extend such time period by (x) an additional thirty (30) days in its sole discretion and (y) an unlimited number of days thereafter with the consent of the Required Lenders) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a Lien on such Capital StockProperty under Applicable Law (and applicable foreign law unless the Required Lenders shall determine in their 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) subject to no Liens other than Permitted Liens and no senior Liens other than Permitted Prior Liens, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if extent requested by the Administrative Agent or the Required LendersAgent, deliver customary and reasonable opinions of counsel to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be Borrower in form and substance, and from counsel, reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not and (iii) take all actions necessary to cause such Lien to be required to grant duly perfected to the Administrative Agent a Lien upon extent required by such Security Documents in accordance with all applicable legal requirements, including the Capital Stock filing of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and financing statements in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if jurisdictions as may be reasonably requested by the Administrative Agent or Agent. Subject to the Required Lenderslimitations set forth herein and in the other Loan Documents, the Borrower and the other NATC Parties shall otherwise take such actions and execute and/or deliver to the Administrative Agent legal opinions relating such documents as the Administrative Agent shall reasonably require to confirm the matters described validity, perfection and priority of the Lien of the Security Documents against such after-acquired Properties, all in clause (i) immediately precedingform, which opinions shall be in form content and substance, and from counsel, scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Extension Date by the Borrower or any of its Subsidiaries that is intended (other than any immaterial assets a security interest with respect to which cannot be subject to the Lien created perfected by any of the Pledge Agreements but which is not so subjectfiling UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to this Agreement or the relevant Pledge Agreements Security Document or such other documents as the Administrative Agent shall or the Required Lenders deem reasonably necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such assets and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersLenders with respect to any such assets acquired prior to the payment in full of the Obligations a perfected first priority security interest in such assets, a Lien on such Capital Stock, (ii) take all actions necessary or advisable subject to cause such Lien to be duly perfected in accordance with all applicable Requirements of LawLiens permitted by Section 6.2, including delivering all without limitation, the filing of UCC financing statements (or other filings or steps to perfect) in such original certificates evidencing such Capital Stock to jurisdictions as may be required by the appropriate Security Document or by law or as may be reasonably requested by the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in the preceding clauses (i) and (ii) immediately preceding), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, entity which is or becomes a direct or indirect Subsidiary of the BorrowerBorrower or any MCC Guarantor after the Extension Date, promptly (and in any event within 30 days after such Person becomes a Subsidiary): upon the request of the Administrative Agent (i) execute and deliver to the Administrative Agent such agreements as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Stock and Stock Equivalents (provided, that with respect to foreign Subsidiaries (other than MCHI or any of its Subsidiaries) if the grant of such security interest would cause materially adverse tax consequences such security interest shall only extend to 65% of the issued and outstanding Stock and Stock Equivalents of first tier foreign Subsidiaries) of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, subject to Liens permitted by Section 6.2, (ii) deliver to the Administrative Agent the certificates representing such Stock and Stock Equivalents, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Collateral Agreement and the Subsidiary Guarantee if required, to execute an Intellectual Property Security Assignment and (iiB) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders at any time a guarantee on the terms of Section 9 hereof (including by executing and delivering an assumption agreement in the form of Exhibit I hereto) and a perfected first priority security interest in the collateral described in such Collateral Agreement or other guarantee and collateral arrangements with respect to such Subsidiary, including, without limitation, the filing of UCC financing statements in such jurisdictions as may be requested by the Administrative Agent, subject to Liens permitted by Section 6.2, and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause the preceding clauses (i), (ii) immediately precedingand (iii), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required . (c) With respect to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests any fee interest in any Foreign Subsidiary real property having a value (together with improvements thereof) of at least $250,000 acquired after the Extension Date by any of the Borrower or any MCC Guarantor promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or 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 and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if 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. (d) With respect to any new Domestic Subsidiary of Terra, which is not a Subsidiary of the Borrower, created or acquired after the Extension Date promptly (i) execute and deliver to the Administrative Agent such amendments to this Agreement as the Administrative Agent deems necessary or advisable to cause such new Subsidiary to become a party to this Agreement as a Terra Guarantor (including by executing and delivering an assumption agreement in the form of Exhibit I hereto), (ii) deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, and (iii) if 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. (e) Promptly upon the reasonable request by the Administrative Agent, Borrower shall, and shall ensure that each of its Subsidiaries if more than 65% shall, take such action as the Administrative Agent may request (including the execution, amendment, delivery, filing and registration of any Loan Document or other document, certificate, agreement or instrument) in order to correct any material defect or error which may be discovered which impairs, or may fail to provide, the intended legality, effectiveness, accuracy, perfection or priority of any Loan Document. (f) If at any time the consent of the assets joint venture party under the Shareholders Agreement referenced in the MCHI Guaranty is obtained to the pledge of the Stock or Stock Equivalents of MCHI, the Borrower shall within thirty days of such Subsidiary are securities of foreign companies consent take steps outlined in clause (b) above to grant the Administrative Agent and the Lenders a perfected first priority Lien on, and security interest in, such determination to be made on the basis of fair market value), shall be required to be pledged hereunderStock or Capital Equivalents.

Additional Collateral. (a) With respect On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Wholly Owned Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is an Unrestricted Subsidiary, a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to become a “Subsidiary Guarantor” and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary (unless it is an Unrestricted Subsidiary) to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Subsidiary Guarantor, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge, (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged, (D) no Capital Stock of SPX International GmbH, a cooperative association established under the laws of Germany, shall be pledged, (E) neither the Parent Borrower nor any Subsidiary Guarantor shall be required to pledge any Capital Stock of any newly created Ballantyne Holding Company, and, for the avoidance of doubt, none of Ballantyne Company, SPX ▇▇▇▇▇ Luxembourg S.à ▇.▇. or acquired Subsidiary or any newly issued SPX ▇▇▇▇▇ UK Limited shall be required to be a “Grantor” under the Guarantee and Collateral Agreement, (F) Capital Stock shall not be required to be pledged to the extent that the Guarantee and Collateral Agreement expressly provides that such Capital Stock is not required to be pledged, and (G) no Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended not a Material Subsidiary shall be required to be subject pledged (notwithstanding anything set forth in the Guarantee and Collateral Agreement) so long as the aggregate assets of all such Subsidiaries whose Capital Stock is not pledged as Collateral pursuant to this clause (G) does not exceed $40,000,000 when taken together for all such Subsidiaries (excluding the Lien created by assets of any Subsidiary the Capital Stock of the Pledge Agreements but which is not so subjectrequired to be pledged pursuant to clauses (A) — (F)) on an aggregate basis and (iii) except in the case of an Unrestricted Subsidiary, promptly a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in any event within 30 the relevant property of such Subsidiary; provided that the Parent Borrower and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Parent Borrower and its Restricted Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (b) Within 60 days after (or such longer period as is reasonably acceptable to the acquisition thereof): Administrative Agent), following the first date on which the corporate family rating of the Parent Borrower from ▇▇▇▇▇’▇ is less than “Ba2” (or not rated by Moody’s) and the corporate credit rating of the Parent Borrower from S&P is less than “BB” (or not rated by S&P) (such date, the “Ratings Event”), the Parent Borrower shall (i) execute and deliver deliver, and cause each Subsidiary Guarantor to execute and deliver, to the Administrative Agent such amendments security documents, in form and substance reasonably satisfactory to the relevant Pledge Agreements or such other documents as Administrative Agent, pursuant to which the Administrative Agent Parent Borrower and each Subsidiary Guarantor shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in all property of such Person (including any parcel of owned domestic real property having a fair market value in excess of $10,000,000 but excluding (A) all other real property (whether owned or leased) and leaseholds, (B) Capital Stock not required to be pledged pursuant to Section 5.11(a), (C) assets for which the pledge thereof or grant, or perfection, of a Lien on such Capital Stockthereon would result in a default, breach or other violation or right of termination under then existing Contractual Obligations or laws, regulations or orders of any Governmental Authority, (D) any personal property (including titled vehicles) in respect of which perfection of a Lien is not governed by the UCC or, in respect of registered intellectual property, a filing in the USPTO (if required) or the U.S. Copyright Office, (E) any intellectual property to the extent a security interest therein is not perfected by filing a UCC financing statement or, in respect of registered intellectual property, a filing in the USPTO (if required) or the U.S. Copyright Office, (F) any intellectual property if the grant, or perfection, of a security interest therein shall constitute or result in (i) the abandonment, invalidation or rendering unenforceable of any right, title or interest of any Grantor (as defined in the Guarantee and Collateral Agreement) therein, (ii) take all actions necessary the breach or advisable termination pursuant to cause the terms of, or a default under, any contract or agreement related to such intellectual property or (iii) the violation of any applicable law, (G) any general intangible if the grant, or perfection, of a security interest therein (i) shall violate any applicable law or be prohibited by any contract, agreement, instrument or indenture governing such General Intangible, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained; provided in any such case the prohibition is not rendered ineffective by the UCC (including the provisions of Section 9-407 and 9-408) or other applicable laws, (H) any lease, license, contract, property rights or agreement to which any Grantor (as defined in the Guarantee and Collateral Agreement) is a party or any of its rights or interests thereunder if the grant, or perfection, of a security interest therein (i) shall violate any applicable law or be prohibited by any contract, agreement, instrument or indenture governing such lease, license, contract, property rights or agreement, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder, (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained, (iv) shall constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor (as defined in the Guarantee and Collateral Agreement) therein or (v) shall constitute or result in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement; provided in any such case the prohibition is not rendered ineffective by the UCC (including the provisions of Section 9-407 and 9-408) or other applicable laws, (I) any Exempt Deposit Accounts and (J) those other assets that are, in the reasonable judgment of the Administrative Agent, customarily excluded from security documents) that is not already subject to a perfected first priority Lien to be duly perfected (except as permitted by Section 6.3) in accordance with all applicable Requirements favor of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforand (ii) take, and (iii) if cause the relevant Restricted Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent Borrower and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(b) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Required LendersParent Borrower and its Restricted Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (c) If, deliver as of any Collateral Date following the Ratings Event, any property of the Parent Borrower, any Subsidiary Guarantor that is a “Grantor” under any Security Document or any Restricted Subsidiary that is required to become a “Grantor” pursuant to Section 5.11(a) is not already subject to a perfected first priority Lien (except to the same extent as not required pursuant to Section 5.11(b) or as permitted by Section 6.3) in favor of the Administrative Agent, the Parent Borrower will notify the Administrative Agent thereof, and, promptly after such Collateral Date, will cause such assets to become subject to a Lien under the relevant Security Documents and will take, and cause the relevant Restricted Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent Borrower and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(c) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequences to the Parent Borrower and its Restricted Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (d) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, prior to the occurrence of the Ratings Event, no property other than Capital Stock (subject to the exceptions specified in Section 5.11(a)) shall be required to become Collateral. (e) Promptly, and in any event within 60 days (or such longer period as is reasonably acceptable to the Administrative Agent), following the first date after the Release Date on which the corporate family rating of the Parent Borrower from ▇▇▇▇▇’▇ is less than “Baa3” (or not rated by Moody’s) and the corporate credit rating of the Parent Borrower from S&P is less than “BBB-” (or not rated by S&P), the Parent Borrower shall (i) execute and deliver, and cause each Subsidiary Guarantor to execute and deliver, to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingsecurity documents, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding , pursuant to which the foregoing, the Parent Borrower and each Subsidiary Guarantor shall not be required to grant to the Administrative Agent Agent, for the benefit of the Lenders, a security interest in all property (and types of property) of such Person that constituted Collateral under the Guarantee and Collateral Agreement as in effect immediately prior to the Release Date (and, for the avoidance of doubt, shall not include Capital Stock not required to be pledged pursuant to Section 5.11(a) or other assets not required to be subjected to a Lien upon the Capital Stock of any Immaterial Subsidiary. (bpursuant to Section 5.11(b)) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if take, and cause the relevant Restricted Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties. (f) Notwithstanding anything to the contrary in this Section 5.11 or the Required Lendersany other Loan Document, deliver to the Administrative Agent legal opinions and the Lenders shall not have Liens on (and shall, at the request and expense of the Parent Borrower, timely release any purported Liens on): (i) the assets transferred to a Receivables Entity and assets of such Receivables Entity, (ii) the Receivables and related assets (of the type specified in the definition of “Qualified Receivables Transaction”) transferred, or in respect of which security interests are granted, pursuant to a Qualified Receivables Transaction, (iii) if the documentation relating to the matters described in clause (i) immediately precedingReceivables sale, factoring or securitization to which opinions shall be in form and substancesuch Receivables Entity is a party expressly prohibits such a Lien, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock or debt (whether or not represented by promissory notes) of or equity interests in any Foreign Subsidiary of issued by a Receivables Entity to the Parent Borrower or any of its Subsidiaries if more than 65% Restricted Subsidiaries, in each case in connection with a Qualified Receivables Transaction permitted by Section 6.6(c) and (iv) Capital Stock not required to be pledged pursuant to Section 5.11(a), (b) or (c). Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, neither the Parent Borrower nor any of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), Guarantors shall be required to take any action to perfect the security interest of the Administrative Agent in the Collateral other than (i) filing UCC financing statements, (ii) delivering Capital Stock required to be pledged hereunderpursuant to Sections 5.11(a), (b) and (c), (iii) executing, delivering, filing and recording mortgages with respect to owned real property in which a security interest is required to be granted pursuant to this Section 5.11 and (iv) executing, delivering, filing and recording notices of grants of security interest with the United States Patent Office and/or United States Copyright Office. (g) Notwithstanding anything herein to the contrary, no Foreign Subsidiary (or any Subsidiary thereof) shall, or shall be deemed to, guarantee any Borrowing by the Parent Borrower, and no assets of any Foreign Subsidiary (or Subsidiary thereof) shall be given as security for such Borrowing. This provision is meant to prevent any inclusions pursuant to Section 956 of the Code and shall be interpreted in accordance therewith.

Additional Collateral. (a) With respect to any Capital Stock of any newly new Subsidiary (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) created or acquired Subsidiary or any newly issued Capital Stock after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary acquired after that ceases to be a Foreign Subsidiary or a Foreign Subsidiary Holding Company or that becomes a Subsidiary described in clause (a) of the Original Closing Date definition of "Subsidiary Guarantor"), by the Borrower Company or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectSubsidiary Guarantor (other than as set forth in subsections 6.10(b) and (c)), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Guarantee and Pledge Agreements or such other documents Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Company or any Subsidiary Guarantor, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary Guarantor, as the case may be, (iiiii) if 80% or more of the Equity Interests of such new Subsidiary are owned, directly or indirectly (other than indirectly through a Foreign Subsidiary) by the Company or any Subsidiary Guarantor, cause such new Subsidiary (A) to become a party to the Guarantee and Pledge Agreement and (B) to take all such actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock grant to the Administrative Agent together for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Agreement with undated stock powers executed respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in blank thereforsuch jurisdictions as may be required by the Guarantee and Pledge Agreement or by law or as may be requested by the Administrative Agent, and (iiiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in clauses the form attached to the Guarantee and Pledge Agreement (or otherwise in form and substance reasonably satisfactory to the Administrative Agent). (b) With respect to any new Foreign Subsidiary or Foreign Subsidiary Holding Company (other than an Excluded Issuer) created or acquired after the Closing Date by the Company or any Subsidiary Guarantor, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary which is owned by the Company or any Subsidiary Guarantor (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) immediately precedingdeliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary Guarantor, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable under applicable law to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in the form attached to the Guarantee and Pledge Agreement (or otherwise in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent). (c) With respect to any new Subsidiary created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that becomes a Subsidiary described in clause (a) of the definition of "Canadian Subsidiary Guarantor") by the Canadian Borrower or any Canadian Subsidiary Guarantor (other than as set forth in subsection 6.10(d)), promptly (i) execute and deliver to the Administrative Agent such amendments to the Canadian Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Tranche B Term Loan Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Canadian Borrower or any Canadian Subsidiary Guarantor, (ii) if 80% or more of the Equity Interests of such new Subsidiary are owned by the Canadian Borrower or any Canadian Subsidiary Guarantor, cause such new Subsidiary (A) to become a party to the Canadian Guarantee and Pledge Agreement, (B) to comply with the terms and provisions of the Canadian Guarantee and Pledge Agreement with respect to the registration of shares of such Capital Stock and the delivery to the Administrative Agent of certificates representing such Capital Stock, and (C) to take such other actions as may be necessary or advisable to grant to the Administrative Agent for the benefit of the Tranche B Term Loan Lenders a perfected first priority security interest in the Collateral described in the Canadian Guarantee and Pledge Agreement with respect to such new Subsidiary, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in the form attached to the Canadian Guarantee and Pledge Agreement (or otherwise in form and substance reasonably satisfactory to the Administrative Agent). (d) With respect to any new Capital Stock created or acquired after the Closing Date by the Company or any of its Subsidiaries (other than a Foreign Subsidiary or a Foreign Subsidiary Holding Company) in connection with a transaction described in the last sentence of subsection 7.6, if the creation or acquisition of such Capital Stock is a Restricted Investment, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Capital Stock (provided that in no event shall more than 65% of the total outstanding Capital Stock of any new Subsidiary be required to be so pledged if such Subsidiary is a Foreign Subsidiary or a Foreign Subsidiary Holding Company), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if 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 the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. As soon as practicable after (ax) With respect to any Capital Stock of any newly created or acquired Subsidiary the acquisition by the Issuer or any newly issued Capital Stock Guarantor of (A) any existing Subsidiary acquired after asset or property of the Original Closing Date type which constitutes personal property with a fair market value (as determined in good faith by such Issuer or Guarantor and set forth in an Officers’ Certificate delivered to the Trustee) in excess of $5,000,000 individually or $10,000,000 in the aggregate or (B) a fee interest in Real Property located in the United States having a book value or estimated fair market value in excess of $2,500,000 (as determined in good faith by the Borrower Board of Directors of the Issuer or any such Guarantor and set forth in an Officers’ Certificate delivered to the Trustee) and to the extent not an Excluded Asset and (y) the designation of its Subsidiaries an Unrestricted Subsidiary as a Restricted Subsidiary: (i) the Issuer or applicable Guarantor, as the case may be, and the Collateral Agent shall enter into such amendments or supplements to the Security Documents or such additional Mortgages (in each case in registrable or recordable form) and other Security Documents, and, at or prior to the times required by this Indenture or the Security Documents, the Issuer shall cause such amendments, supplements, mortgages and other Security Documents to be filed and recorded in all such governmental offices as shall be necessary in order to grant and create a valid first priority Lien on and Security Interest in such after-acquired property in favor of the Collateral Agent (subject to no Liens except Permitted Collateral Liens and Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement)) and the Issuer shall complete all other actions necessary to perfect the Collateral Agent’s Security Interest in such property in accordance with the provisions hereof and the provisions of the applicable Security Documents; (ii) in the case of additional Collateral which constitutes personal property that is intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and Issuer or applicable Guarantor, as the case may be, shall also deliver to the Administrative Trustee and Collateral Agent the following: (A) an Opinion of Counsel required pursuant to Section 10.2 below; (B) an Officers’ Certificate of the Issuer stating that any specific Liens on such amendments personal property are Permitted Collateral Liens; (C) evidence of payment or a closing statement indicating payments to be made of all filing fees, recording charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Trustee and Collateral Agent (and any local counsel) that may be incurred to validly and effectively subject such personal property to the relevant Pledge Agreements Lien of any applicable Security Document to perfect such Liens; and (D) UCC, judgment, bankruptcy, tax lien and intellectual property searches confirming that such personal property is subject to no Liens other than Permitted Collateral Liens; (iii) in the case of additional Collateral which constitutes Real Property, the Issuer or applicable Guarantor, as the case may be, shall also deliver to the Trustee and the Collateral Agent the following: (A) to the extent the value of such Real Property (as determined in good faith by the Issuer and set forth in an Officers’ Certificate delivered to the Trustee) (1) exceeds $10,000,000, a title insurance policy or an endorsement to an existing title insurance policy, or its equivalent, and in an amount at least equal to 100% of the purchase price of such Real Property to the extent permitted by the laws of the local jurisdiction and in compliance with the Title Company’s underwriting policies (or, if such property was not purchased or such other documents purchase price cannot be determined by the Issuer, the fair market value thereof as reasonably determined in good faith by the Administrative Agent shall deem necessary or advisable to grant Board of Directors and set forth in an Officers’ Certificate delivered to the Administrative Trustee), in favor of the Collateral Agent insuring that the Lien of the Security Documents or any additional Security Documents constitutes a valid and perfected first priority Security Interest, subject to no Liens except Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement) on such Real Property and containing such endorsements and other assurances of the type described in Section 10.1(c)(ii)(A) and (2) is $10,000,000 or less, title, UCC fixture filing, judgment, bankruptcy and tax lien searches confirming that such Real Property is subject to no Liens other than Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement); (B) Opinions of Counsel, addressed to the Trustee and the Collateral Agent for its benefit and the benefit of the Secured Parties, from (1) counsel to the Issuer and Guarantors, or other special counsel, as to the due authorization, execution and delivery of the Mortgages by the applicable Issuer or Guarantor and (2) to the extent the value of such Real Property (as determined in good faith by the Issuer and set forth in an Officers’ Certificate delivered to the Trustee) exceeds $10,000,000, local counsel in each jurisdiction where such Real Property is located, as to the enforceability of the Mortgages and such other matters as shall be reasonably requested by the Trustee, in each of the cases described in clauses (1) and (2) of this clause (B), substantially in the form of such opinions of counsel delivered pursuant to Section 10.1(c)(ii)(B); (C) to the extent the value of such Real Property (as determined in good faith by the Issuer and set forth in an Officers’ Certificate delivered to the Trustee) exceeds $10,000,000, a survey with respect to such Real Property to the extent necessary to cause the Title Company to issue the title insurance policy required by Section 10.1(b)(iii)(A); (D) policies or certificates of insurances covering the property and assets of the Issuer and the Guarantors, which policies or certificates shall be substantially in the form of the policies or certificates of insurance delivered on the Issue Date, or thereafter pursuant to Section 10.1(c)(i)(E), and reflect the Collateral Agent, for its benefit and the benefit of the Secured Parties, as additional insured and loss payee and mortgagee and shall otherwise bear endorsements of the character contained in the policies or certificates of insurance delivered on the Issue Date; (E) evidence of payment by the Issuer of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and fixture filings encumbering such Real Property and issuance of the title insurance policy required by Section 10.1(b)(iii)(A); (F) proper fixture filings under the UCC on Form UCC-1 for filing under the UCC in the appropriate county in which such Real Property is located, desirable to perfect the Security Interests purported to be created by the applicable Mortgage in favor of the Collateral Agent for the benefit of the LendersSecured Parties; (G) with respect to such Real Property, a Lien on such Capital Stockaffidavits, certificates, information (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (ifinancial data) and instruments of indemnification (iiincluding a so-called “gap” indemnification) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower as shall be required to execute a Subsidiary Guarantee induce the Title Company to issue the title policies and endorsements required by Section 10.1(b)(iii)(A); and (iv) the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that the documents that have been or Subsidiary Pledge Agreementare therewith delivered to the Trustee pursuant to this Section 10.1(b) (including any amendments, and no more than 65% supplements, mortgages or other Security Documents referred to in paragraph (i) above) conform to the requirements of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderthis Indenture.

Additional Collateral. (a) With It is the intention of the parties hereto that the obligations of the Borrower and Bayou (Tennessee) under the Loan Documents and guarantees thereof be secured by a perfected first priority security interest in the Inventory and Accounts of the Borrower and Bayou (Tennessee). Accordingly, with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Agreement but which is are not so subject, promptly the Borrower and Bayou (and Tennessee) shall, from time to time (and, in any event event, within 30 days after the acquisition thereof): reasonable request by the Administrative Agent to do so), (iA) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements Security Agreement or such other documents as the Administrative Collateral Agent shall reasonably deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (iiB) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements requirements of Lawlaw, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be reasonably requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iiiC) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (iA) and (iiB) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect domestic Recourse Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): upon the request of the Administrative Agent: (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement Guarantee, pursuant to documentation which is in form and substance reasonably satisfactory to the Subsidiary Guarantee Administrative Agent and (ii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Wholly Owned Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is an Unrestricted Subsidiary, a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to become a “Subsidiary Guarantor” and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary (unless it is an Unrestricted Subsidiary) to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Subsidiary Guarantor, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge, (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged, (D) no Capital Stock of SPX International GmbH, a cooperative association established under the laws of Germany, shall be pledged, (E) neither the Parent Borrower nor any Subsidiary Guarantor shall be required to pledge any Capital Stock of any newly created Ballantyne Holding Company, and, for the avoidance of doubt, none of Ballantyne Company, SPX C▇▇▇▇ Luxembourg S.à r.▇. or acquired Subsidiary or any newly issued SPX C▇▇▇▇ UK Limited shall be required to be a “Grantor” under the Guarantee and Collateral Agreement, (F) Capital Stock shall not be required to be pledged to the extent that the Guarantee and Collateral Agreement expressly provides that such Capital Stock is not required to be pledged, and (G) no Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended not a Material Subsidiary shall be required to be subject pledged (notwithstanding anything set forth in the Guarantee and Collateral Agreement) so long as the aggregate assets of all such Subsidiaries whose Capital Stock is not pledged as Collateral pursuant to this clause (G) does not exceed $25,000,000 when taken together for all such Subsidiaries (excluding the Lien created by assets of any Subsidiary the Capital Stock of the Pledge Agreements but which is not so subjectrequired to be pledged pursuant to clauses (A) – (F)) on an aggregate basis) and (iii) except in the case of an Unrestricted Subsidiary, promptly a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Parent Borrower and its Restricted Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (b) In the event the Parent Borrower obtains a corporate credit family rating from Moody’s and a corporate credit rating from S&P, promptly, and in any event within 30 60 days after (or such longer period as is reasonably acceptable to the acquisition thereof): Administrative Agent), following the first date on which the corporate family rating of the Parent Borrower from M▇▇▇▇’▇ is less than “Ba2” (or not rated by Moody’s) and the corporate credit rating of the Parent Borrower from S&P is less than “BB” (or not rated by S&P) (such date, the “Ratings Event”), the Parent Borrower shall (i) execute and deliver deliver, and cause each Subsidiary Guarantor to execute and deliver, to the Administrative Agent such amendments security documents, in form and substance reasonably satisfactory to the relevant Pledge Agreements or such other documents as Administrative Agent, pursuant to which the Administrative Agent Parent Borrower and each Subsidiary Guarantor shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in all property of such Person (but excluding (A) all real property (whether owned or leased) and leaseholds, (B) Capital Stock not required to be pledged pursuant to Section 5.11(a), (C) assets for which the pledge thereof or grant, or perfection, of a Lien on such Capital Stockthereon would result in a default, breach or other violation or right of termination under then-existing Contractual Obligations or laws, regulations or orders of any Governmental Authority, (D) any personal property (including titled vehicles) in respect of which perfection of a Lien is not governed by the UCC or, in respect of registered intellectual property, a filing in the USPTO (if required) or the U.S. Copyright Office, (E) any intellectual property to the extent a security interest therein is not perfected by filing a UCC financing statement or, in respect of registered intellectual property, a filing in the USPTO (if required) or the U.S. Copyright Office, (F) any intellectual property if the grant, or perfection, of a security interest therein shall constitute or result in (i) the abandonment, invalidation or rendering unenforceable of any right, title or interest of any Grantor (as defined in the Guarantee and Collateral Agreement) therein, (ii) take all actions necessary the breach or advisable termination pursuant to cause the terms of, or a default under, any contract or agreement related to such intellectual property or (iii) the violation of any applicable law, (G) any general intangible if the grant, or perfection, of a security interest therein (i) shall violate any applicable law or be prohibited by any contract, agreement, instrument or indenture governing such general intangible, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained; provided in any such case the prohibition is not rendered ineffective by the UCC (including the provisions of Section 9-407 and 9-408) or other applicable laws, (H) any lease, license, contract, property rights or agreement to which any Grantor (as defined in the Guarantee and Collateral Agreement) is a party or any of its rights or interests thereunder if the grant, or perfection, of a security interest therein (i) shall violate any applicable law or be prohibited by any contract, agreement, instrument or indenture governing such lease, license, contract, property rights or agreement, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder, (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained, (iv) shall constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor (as defined in the Guarantee and Collateral Agreement) therein or (v) shall constitute or result in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement; provided in any such case the prohibition is not rendered ineffective by the UCC (including the provisions of Section 9-407 and 9-408) or other applicable laws, (I) any Exempt Deposit Accounts and (J) those other assets that are, in the reasonable judgment of the Administrative Agent, customarily excluded from security documents) that is not already subject to a perfected first priority Lien to be duly perfected (except as permitted by Section 6.3) in accordance with all applicable Requirements favor of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforand (ii) take, and (iii) if cause the relevant Restricted Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent Borrower and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(b) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Required LendersParent Borrower and its Restricted Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (c) If, deliver as of any Collateral Date following the Ratings Event, any property of the Parent Borrower, any Subsidiary Guarantor that is a “Grantor” under any Security Document or any Restricted Subsidiary that is required to become a “Grantor” pursuant to Section 5.11(a) is not already subject to a perfected first priority Lien (except to the same extent as not required pursuant to Section 5.11(b) or as permitted by Section 6.3) in favor of the Administrative Agent, the Parent Borrower will notify the Administrative Agent thereof, and, promptly after such Collateral Date, will cause such assets to become subject to a Lien under the relevant Security Documents and will take, and cause the relevant Restricted Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent Borrower and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(c) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequences to the Parent Borrower and its Restricted Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (d) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, prior to the occurrence of the Ratings Event, no property other than Capital Stock (subject to the exceptions specified in Section 5.11(a)) shall be required to become Collateral. (e) Promptly, and in any event within 60 days (or such longer period as is reasonably acceptable to the Administrative Agent), following the first date after the Release Date on which the corporate family rating of the Parent Borrower from M▇▇▇▇’▇ is less than “Baa3” (or not rated by Moody’s) and the corporate credit rating of the Parent Borrower from S&P is less than “BBB-” (or not rated by S&P), the Parent Borrower shall (i) execute and deliver, and cause each Subsidiary Guarantor to execute and deliver, to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingsecurity documents, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding , pursuant to which the foregoing, the Parent Borrower and each Subsidiary Guarantor shall not be required to grant to the Administrative Agent Agent, for the benefit of the holders of the Obligations, a security interest in all property (and types of property) of such Person that constituted Collateral under the Guarantee and Collateral Agreement as in effect immediately prior to the Release Date (and, for the avoidance of doubt, shall not include Capital Stock not required to be pledged pursuant to Section 5.11(a) or other assets not required to be subjected to a Lien upon the Capital Stock of any Immaterial Subsidiary. (bpursuant to Section 5.11(b)) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if take, and cause the relevant Restricted Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties. (f) Notwithstanding anything to the contrary in this Section 5.11 or the Required Lendersany other Loan Document, deliver to the Administrative Agent legal opinions and the Lenders shall not have Liens on (and shall, at the request and expense of the Parent Borrower, timely release any purported Liens on): (i) the assets transferred to a Receivables Entity and assets of such Receivables Entity, (ii) the Receivables and related assets (of the type specified in the definition of “Qualified Receivables Transaction”) transferred, or in respect of which security interests are granted, pursuant to a Qualified Receivables Transaction, (iii) if the documentation relating to the matters described in clause (i) immediately precedingReceivables sale, factoring or securitization to which opinions shall be in form and substancesuch Receivables Entity is a party expressly prohibits such a Lien, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock or debt (whether or not represented by promissory notes) of or equity interests in any Foreign Subsidiary of issued by a Receivables Entity to the Parent Borrower or any of its Subsidiaries if more than 65% Restricted Subsidiaries, in each case in connection with a Qualified Receivables Transaction permitted by Section 6.6(c) and (iv) Capital Stock not required to be pledged pursuant to Section 5.11(a), (b) or (c). Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, neither the Parent Borrower nor any of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), Guarantors shall be required to take any action to perfect the security interest of the Administrative Agent in the Collateral other than (i) filing UCC financing statements, (ii) delivering Capital Stock required to be pledged hereunderpursuant to Sections 5.11(a), (b) and (c) (including stock powers endorsed in blank and other appropriate instruments of transfer), (iii) [reserved] and (iv) executing, delivering, filing and recording notices of grants of security interest with the United States Patent Office and/or United States Copyright Office. (g) Notwithstanding anything herein to the contrary, no Foreign Subsidiary (or any Subsidiary thereof) shall, or shall be deemed to, guarantee any Borrowing by the Parent Borrower, and no assets of any Foreign Subsidiary (or Subsidiary thereof) shall be given as security for such Borrowing. This provision is meant to prevent any inclusions pursuant to Section 956 of the Code and shall be interpreted in accordance therewith.

Additional Collateral. To the extent not delivered to the Administrative Agent on or before the Effective Date (a) With including in respect to of after-acquired Persons that become directly owned by any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired Loan Party after the Original Closing Date by Effective Date), Holdings and the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, agree promptly (and in any event AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. event, within 30 days after 10 Business Days of the Effective Date or the date of acquisition thereof): of such property or Persons (ior such later date as may be agreed to by the Administrative Agent)) execute and to do, or cause each Loan Party to do, each of the following, unless otherwise agreed by the Administrative Agent: (a) deliver to the Administrative Agent such duly-executed joinder and amendments to the relevant Pledge Agreements or such Agreement and, if applicable, other documents Collateral Documents, in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent shall deem reasonably deems necessary or advisable in order to effectively grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a Lien on such Capital Stockvalid, perfected and enforceable first-priority security interest in the Stock and Stock Equivalents owned directly by any Loan Party in any acquired Person; (iib) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating all certificates, instruments and other documents representing all Pledged Stock and all other Stock and Stock Equivalents being pledged pursuant to the matters described joinders and amendments executed pursuant to clause (a) above, together with, in clauses the case of certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank, in each case executed and delivered by a Responsible Officer of such Loan Party; (ic) and to take such other actions as are necessary to create, maintain or perfect the security interest required to be granted pursuant to clause (iia) immediately precedingabove, which opinions shall including the filing of UCC financing statements in such jurisdictions as may be in form and substance, and from counsel, required by the Collateral Documents or by applicable Requirements of Law as may be reasonably satisfactory to requested by the Administrative Agent. Notwithstanding ; provided that notwithstanding anything to the foregoingcontrary in this Section 7.7, the Borrower no Loan Party shall not be required to grant pledge to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent pursuant to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of other Loan Document any Stock or Stock Equivalents that constitute Excluded Equity unless and until such Subsidiary are securities of foreign companies (such determination Stock or Stock Equivalents ceases to be made on the basis of fair market value), shall be required to be pledged hereunderconstitute Excluded Equity.

Additional Collateral. Borrower shall notify the Administrative Agent in writing not less than twenty (a20) With Business Days prior to (i) the acquisition by any member of the Consolidated Group or any Investment Affiliate of any Project or other Property which will either not be encumbered by Secured Indebtedness or will be encumbered by Secured Indebtedness that will permit the pledge of direct or indirect ownership interests in the owner of such Project or Property or (ii) the repayment in full of any Secured Indebtedness encumbering a Project or other Property currently owned by a member of the Consolidated Group or an Investment Affiliate, either from the Consolidated Group’s own funds or through the proceeds of a refinancing which will permit the pledge of direct or indirect ownership interests in the owner of such Project or Property (in each case under this clause (ii) and under clause (i), a “New Subject Property”) or (iii) creation or acquisition of a promissory note to be received in connection with the sale of a Project of the Consolidated Group (a “New Pledged Note”). Each such notice with respect to any Capital Stock a New Subject Property shall provide the Administrative Agent with copies of any newly created or acquired Subsidiary or any newly issued Capital Stock a rent roll, leasing activity reports, tenant sales reports (if applicable), all Leases, operating statements for each month for last twelve (12) months, the most recent owner’s title insurance policy, a current title insurance commitment and copies of any existing Subsidiary acquired after all underlying title exception documents, a current survey meeting ALTA standards, current property condition and zoning reports, and current Phase I environmental assessments, all dated not more than twelve (12) months prior to the Original Closing Date date of such notice (“Initial Diligence”) for distribution to the Lenders. The Administrative Agent shall notify Borrower in writing within fifteen (15) Business Days of receiving such notice if the Administrative Agent objects to adding the New Subject Property as Collateral. Each such New Subject Property not objected to by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created Administrative Agent shall become either a Collateral Property, if unencumbered by any Secured Indebtedness, or an Underlying Property with respect to which direct or indirect ownership interests therein shall be pledged pursuant to a Collateral Assignment, if encumbered by Secured Indebtedness which permits Pledged Equity Interests. Upon the date of the Pledge Agreements but which is not so subjectacquisition of such Project or Property or the date of such repayment of such prior Secured Indebtedness or the date of the creation or acquisition of such a New Pledged Note, promptly (and in any event within 30 days after as the acquisition thereof): case may be, the Borrower shall (i) if such Project or Property is unencumbered, cause the applicable Subsidiary owning such Property to (A) execute and deliver to the Administrative Agent such amendments a Joinder Agreement with respect to the relevant Pledge Agreements Subsidiary Guaranty (unless such Subsidiary has already executed or such other documents as joined in the Administrative Agent shall deem necessary or advisable to grant to the Administrative AgentSubsidiary Guaranty), for the benefit of the Lenders(B) execute, deliver and record a Lien Mortgage on such Capital StockNew Subject Property, (iiC) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described a lender’s policy of title insurance (with such coverages and endorsements as Administrative Agent may reasonably require) insuring such Mortgage in clauses (i) such amount and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, as is reasonably satisfactory to the Administrative Agent. Notwithstanding , together with an opinion of local counsel as to the foregoingform of such Mortgage similar to those opinions delivered under Section 4.1 with respect to the initial Mortgages, (D) approve for filing UCC-1 Financing Statements prepared by the Borrower shall Administrative Agent with respect to any related personal property, (E) obtain and deliver to the Administrative Agent estoppel certificates from tenants under all Major Leases with respect to each Collateral Property (to the extent available after reasonable collection efforts) and (F) use commercially reasonable efforts to obtain and deliver to the Administrative Agent subordination, disturbance and attornment agreements in a form satisfactory to the Administrative Agent from tenants under Major Leases with respect to each Collateral Property representing in the aggregate not be required less than seventy-five percent (75%) of the total gross leasable area or rentable area, as applicable, at such Collateral Property demised under Major Leases, or (ii) if such Project or Property is encumbered by Secured Indebtedness, cause the applicable Subsidiary owning such Property to grant (A) execute and deliver to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With Joinder Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and Guaranty (unless such Subsidiary has already executed or joined in the Subsidiary Guarantee Guaranty), (B) execute and deliver a Collateral Assignment with respect to the ownership interests in such Property in substantially the same form as the Collateral Assignment attached as Exhibit H-2, and (iiC) if requested by execute, deliver and/or approve for filing such UCC-1 financing statements, acknowledgments and membership, partnership and stock certificates and blank transfer powers, as the Administrative Agent on behalf of the Lenders shall deem reasonably necessary or the Required Lendersdesirable to obtain and perfect a first priority Lien against such ownership interests, (iii) in either case, execute and deliver to the Administrative Agent legal opinions relating a written confirmation that, as of the date such New Subject Property (or a Pledged Equity Interest therein) is included in Collateral, all of the representations and warranties contained in Section 5.23 hereof are true and correct in all material respects with respect to such New Subject Property as if it (or a Pledged Equity Interest therein) had been included in the matters described Collateral as of the Amendment Effective Date, together with certificates evidencing that all insurance with respect to such additional Collateral Property or Underlying Property as required under Section 5.16 is in clause (i) immediately preceding, which opinions shall be in form full force and substanceeffect, and from counsel(iv) in the case of a New Pledged Note, reasonably satisfactory deliver the original thereof to the Administrative Agent. Notwithstanding Agent endorsed in blank on its face or by an allonge and execute and deliver to the foregoingAdministrative Agent a written confirmation that, no Immaterial Subsidiary or Foreign Subsidiary as of such date such New Pledged Note shall be subject to all of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, terms and no more than 65% conditions of the Capital Stock Collateral Assignment of Note Receivables. Except in accordance with this Section 2.3 and with Section 6.24 the Administrative Agent may not release the Mortgage on any Collateral Property or equity interests the Lien created by the applicable Collateral Assignment in the Pledged Equity Interests with respect to any Foreign Subsidiary Underlying Property or the Lien created with respect to any Pledged Note without the consent of the Majority Lenders. The Borrower or any hereby agrees to pay all direct, out-of-pocket costs and expenses of its Subsidiaries if more than 65% of Administrative Agent incurred in connection with the assets review and acceptance of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderadditional Collateral.

Additional Collateral. (a) With Subject to the Agreed Security Principles, upon the formation or acquisition of any new direct or indirect Restricted Subsidiary (other than an Excluded Subsidiary (provided that each of (i) any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary and (ii) any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Restricted Subsidiary shall be deemed to constitute the acquisition of a Restricted Subsidiary for all purposes of this Section 7.12)) by any Loan Party, the Borrowers shall, in each case at the Borrowers’ expense: (i) within 30 Business Days after such formation or acquisition (or such longer period as may be contemplated by the Agreed Security Principles or as otherwise agreed to by the Administrative Agent in its sole discretion), cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent (A) a Subsidiary Joinder Agreement or such other joinder agreement, in each case, in form and substance satisfactory to the Administrative Agent, guaranteeing the Borrowers’ obligations under the Loan Documents, (B) in the case of any Domestic Subsidiary, (i) a joinder to the Pledge and Security Agreement in form and substance satisfactory to the Administrative Agent, (ii) Uniform Commercial Code financing statements in the state of incorporation or formation of each such Subsidiary in order to, with respect to such Subsidiary, perfect and protect the first priority liens and security interests created under the Pledge and Security Agreement, certificates representing the Pledged Collateral referred to in the Pledge and Security Agreement accompanied by undated stock powers, endorsements and/or transfer powers, as applicable, executed in blank and evidence that all other actions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the liens and security interests created under the Pledge and Security Agreement and the Intellectual Property Security Agreements have been taken, subject to the terms thereof, (iii) the results of a recent Lien and judgment search in each relevant jurisdiction with respect to such Subsidiary, which such search shall reveal no Liens on any of the assets of such Subsidiary except for Liens expressly permitted by Section 8.01 or other Liens acceptable to the Collateral Agent and except for Liens to be discharged on or prior to such Subsidiary’s execution of documents referred to in clauses (B)(i) hereof, pursuant to documentation reasonably satisfactory to the Collateral Agent, (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Subsidiary is a party or is to be a party and (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed, and that such Subsidiary is validly existing and in good standing in its state of incorporation or formation (or such other security documents in form and substance satisfactory to the Administrative Agent), and in each case solely to the extent not in contravention of the Agreed Security Principles, and (C) with respect to any Capital Stock of any newly created or acquired Foreign Subsidiary, deliver those documents reasonably necessary in order to create, perfect and protect the liens and security interests granted by such Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after to the Original Closing Date Collateral Agent as reasonably requested by the Borrower or any of its Subsidiaries that is intended to be subject Administrative Agent and solely to the Lien created by any extent not in contravention of the Pledge Agreements but which is not so subjectAgreed Security Principles; (ii) within 30 days after such formation or acquisition (or, promptly (and in any event the case of Anion, within 30 days after the Anion Release) (or such longer period as may be contemplated by the Agreed Security Principles or as otherwise agreed to by the Administrative Agent in its sole discretion), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion with respect to such Subsidiary, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent, and (iii) at any time and from time to time, promptly execute and deliver any further instruments and documents and take all such other action as the Collateral Agent may deem reasonably necessary in obtaining the full benefits of, or in perfecting and preserving the Liens of, the Collateral Documents; provided, that, subject to the Agreed Security Principles, each Loan Party shall cause (A) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Excluded Domestic Subsidiary) and (B)(x) if such Loan Party is guaranteeing the Obligations incurred by a US Borrower or Domestic Subsidiary, 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign Subsidiary and Excluded Domestic Subsidiary to be subject at all times to a perfected Lien in favor of the Collateral Agent for the benefit of the applicable Secured Parties pursuant to the terms and conditions of the Collateral Documents, together with any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent and (y) if such Loan Party is guaranteeing the Obligations incurred by a Foreign Borrower or Foreign Subsidiary, 100% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and Excluded Domestic Subsidiary to be subject at all times to a perfected Lien in favor of the Collateral Agent for the benefit of the applicable Secured Parties pursuant to the terms and conditions of the Collateral Documents, together with any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent; (b) Subject to the Agreed Security Principles, within 90 days (or such longer period as may be contemplated by the Agreed Security Principles or as otherwise agreed to by the Administrative Agent in its sole discretion) of the acquisition thereof): , promptly grant to the Collateral Agent a security interest in and Mortgage on each Real Property (other than the property excluded by the Agreed Security Principles), owned in fee (or such other similar ownership interest as recognized by local law) by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $3,000,000 at the time of acquisition, as reasonably estimated in good faith by the Loan Parties (each, a “Material Real Property”), as additional security for the Obligations. Subject to the Agreed Security Principles, 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 Liens, Liens pursuant to Section 8.01(g) or other Liens acceptable to the Collateral Agent. Such 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. Subject to the Agreed Security Principles, with respect to each Mortgage, except as may be agreed to by Collateral Agent, in its reasonable discretion, the applicable Subsidiary shall deliver (i) in the case of any Foreign Mortgaged Property, the documents required to be delivered pursuant to the Agreed Security Principles and (ii) in the case of any Domestic Mortgaged Property: (i) a mortgagee’s policy of title insurance, if available, (or marked up unconditional signed title insurance commitment or pro forma for such insurance having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Domestic Mortgaged Property and fixtures described therein in the amount equal to 110% of the fair market value of such Domestic Mortgaged Property and fixtures (but not to exceed 100% of the fair market value of such Domestic Mortgaged Property in jurisdictions that impose mortgage or intangibles recording tax), which fair market value is delivered to the Collateral Agent in writing by a Responsible Officer of the applicable Loan Party, which policy (or marked up unconditional signed title insurance commitment or pro forma for such insurance having the effect of a policy of title insurance) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary and available, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Collateral Agent, (C) name the Collateral Agent and each of the other Secured Parties as insureds thereunder, (D) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies) where available, (E) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (F) have been supplemented by such endorsements and affirmative coverage as shall be reasonably requested by the Collateral Agent (including, but not limited to, endorsements on matters relating to usury, first loss, last dollar, zoning (unless the cost of obtaining such zoning endorsement is prohibitive or Collateral Agent receives a zoning letter reasonably acceptable to Collateral Agent), contiguity, revolving credit/future advance, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot and so-called comprehensive coverage over covenants and restrictions), and (G) contain no exceptions to title other than Permitted Liens and other exceptions reasonably acceptable to the Collateral Agent; (ii) Surveys with respect to each Domestic Mortgaged Property, other than as agreed by the Administrative Agent or the Title Company; provided that surveys delivered in connection with the Existing Mortgages shall be deemed reasonably satisfactory to the Administrative Agent and the Title Company for purposes of these provisions; (iii) an opinion of counsel for the Loan Parties (which counsel shall be reasonably satisfactory to Collateral Agent) in each state in which a Domestic Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; and (iv) a completed standard “life of loan” flood hazard determination form for each Domestic Mortgaged Property, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (A) a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 (collectively, the “Flood Laws”) is not available because the applicable community does not participate in the NFIP, (B) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (C) if Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Collateral Agent and in compliance with the Flood Laws. Notwithstanding anything in this Agreement or any Loan Document to the contrary, the Loan Parties shall not be required to (i) execute and deliver to the Collateral Agent Mortgages with respect to (A) any fee owned real property other than a Material Real Property; (B) secure any portion of the Revolving Credit Facility with a mortgage on Material Real Property located in New York State; and (C) any leasehold rights or interests in real property, or (ii) pledge or grant security interests in any of their property or assets if, in the reasonable judgment of Collateral Agent, the costs of creating or perfecting such pledges or security interests in such property or assets are excessive in relation to the benefits to the Secured Parties. (c) Subject to the Agreed Security Principles, with respect to any Collateral acquired after the Closing Date or, in the case of inventory or equipment, any material Collateral moved after the Closing Date by any Borrower or any other Loan Party (other than any Collateral described in paragraphs (a) or (b) of this Section 7.12) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a first priority perfected security interest, promptly (and, in any event, within 10 Business Days following the date of such acquisition (or such longer period as may be contemplated by the Agreed Security Principles or as otherwise agreed to by the Administrative Agent in its sole discretion)) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the relevant Pledge Agreements and Security Agreement or such other documents Collateral Documents as the Administrative Collateral Agent shall deem deems necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a Lien on security interest in such Capital Stock, Collateral and (ii) take all actions necessary or advisable to cause grant to, or continue on behalf of, the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Lien to be duly perfected in accordance with all applicable Requirements of LawCollateral, including delivering all the filing of UCC financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be required by the Administrative Agent together with undated stock powers executed in blank therefor, Pledge and (iii) if Security Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With Subject to subsection 7.9(d), with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Effective Date by the Borrower or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (but, in any event, excluding (x) any assets described in paragraph (b) or (c) of this subsection, (y) assets acquired or owned pursuant to subsection 8.6(h)(i) that are not equity interests in or assets held by a wholly-owned Subsidiary and (z) immaterial assets), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be reasonably requested by the Administrative Agent. In addition, if any License is acquired by the Borrower or any of its Subsidiaries (other than any License Subsidiary) the Borrower will promptly transfer or cause the transfer to a License Subsidiary of such License and (ii) any Real Property Assets (other than Secured Real Property Assets) or any Real Property-Related Equipment (other than Secured Real Property-Related Equipment) is acquired by the Borrower or any Subsidiary (other than a Real Property Subsidiary) the Borrower will promptly transfer or cause the transfer of such assets to a Real Property Subsidiary. (b) With respect to any Person that is or becomes a Subsidiary (other than any Foreign Subsidiary of the Borrower) that has material assets, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new collateral agreement or such amendments to the relevant Collateral Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and (iii) if cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and/or the Collateral Agreement or such comparable documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable to cause the Lien created by the Collateral Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. (c) With respect to any Person that is or becomes a Foreign Subsidiary of the Borrower and that has material assets, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Required relevant Collateral Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Foreign Subsidiary be required to be so pledged), and (ii) if such Capital Stock is issued in certificated form, deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock, and if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions 77 relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (d) Upon the foregoingrequest of the Administrative Agent, the Borrower shall not be required to will, and will cause its Domestic Subsidiaries (other than a Real Property Subsidiary) to, promptly grant to the Administrative Agent Agent, within 60 days of such request, security interests and mortgages (a Lien upon "Mortgage") in such Real Property Assets of the Capital Stock of any Immaterial Borrower and its Domestic Subsidiaries (other than a Real Property Subsidiary. (b) With respect to any Person as are acquired after the date hereof by the Borrower or such Subsidiary and that, subsequent to together with any improvements thereon, individually have a value of at least $50,000, as additional security for the Original Closing Date, becomes a direct or indirect Subsidiary obligations of the Borrower, promptly Credit Parties under any Credit Document (and in any event within 30 days after such Person becomes unless the subject Real Property Asset is already mortgaged to a Subsidiary): (i) cause such new Subsidiary to become a third party to the extent permitted by subsection 8.2). The requirement of the foregoing sentence shall not apply to any Real Property Asset acquired by a Real Property Subsidiary Pledge Agreement or transferred to a Real Property Subsidiary within 60 days of a request by the Administrative Agent for a Mortgage in such Real Property Asset. Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Subsidiary Guarantee Administrative Agent and (ii) if shall constitute valid and enforceable perfected Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the Administrative 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 Administrative 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. If requested by the Administrative Agent or the Required Lenders, deliver the Borrower shall provide a lender's title policy with respect to each such Mortgage paid for by the Borrower, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Administrative Agent legal opinions relating to the matters described in clause (i) immediately precedingAgent, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding , insuring each Mortgage as a first lien on the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of relevant Secured Real Property Asset and subject only to Liens expressly agreed to by the Administrative Agent. (e) the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% satisfy the Further Real Estate Condition within 120 days of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderEffective Date.

Additional Collateral. (a) With respect to any Capital Stock property of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary the type that would constitute Collateral acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (other than property of the type that is intended to be subject to the Lien created would constitute Collateral acquired by any Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Pledge Agreements but which is Lenders, does not so subjecthave a perfected Lien, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on security interest in such Capital Stock, property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) cause such Lien new Subsidiary (A) to be duly perfected in accordance with all applicable Requirements of Lawbecome a party to the Guarantee and Collateral Agreement, including delivering all (B) to take such original certificates evidencing such Capital Stock actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit B, with appropriate insertions and attachments, provided that in the case of any Wholly Owned Foreign Subsidiary, the Borrower or the relevant Subsidiary may, in lieu of causing such Wholly Owned Foreign Subsidiary to take the actions required by (A), (B) and (C) above, (x) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Wholly Owned Foreign Subsidiary and (y) pledge the stock of such new Wholly Owned Foreign Subsidiary by delivering to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers powers, in blank, executed in blank therefor, and delivered by a duly authorized officer of the Borrower or the relevant Subsidiary and (iiiii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding Schedule 7.15 shall be deemed to be amended to include any Subsidiary created after the foregoingdate hereof, provided that the Borrower shall not be required to grant to terms and provisions of this subsection 9.7, subsection 10.9 and any other applicable subsections of this Agreement are complied with in connection with the Administrative Agent a Lien upon the Capital Stock creation of any Immaterial such Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets, other than leasehold interests, acquired after the Original Closing Date by the Borrower Company or any of its Domestic Subsidiaries (other than any joint venture that is was formed or acquired in accordance with Section 8.9(i)) that are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in paragraph (b) or (c) of this subsection, and subject to paragraph (d) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Collateral Agent (including Mortgages) shall reasonably deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of LawLaw as contemplated by such Security Documents, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be reasonably requested by the Administrative Agent together with undated stock powers executed in blank thereforCollateral Agent, and (iii) if requested by in the Administrative Agent or the Required Lenderscase of a Mortgage, deliver to the Administrative Collateral Agent such surveys, title insurance policies and other documents that the Collateral Agent reasonably requests, all in form and substance reasonably satisfactory to the Collateral Agent and (iv) if reasonably requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct Subsidiary (other than a joint venture that was formed or indirect Subsidiary acquired in accordance with Section 8.9(i) or a Foreign Subsidiary), promptly: (i) execute and deliver to the Collateral Agent, for the benefit of the BorrowerLenders, promptly a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in any event within 30 days after blank by a duly authorized officer of the Company or such Person becomes a Subsidiary): , as the case may be, (iiii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement pursuant to an annex to the Guarantee and Collateral Agreement which is in form and substance reasonably satisfactory to the Collateral Agent, (B) to execute and deliver a Mortgage with respect to any parcel of real property owned by it, (C) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement or any such Mortgage to be duly perfected in accordance with all applicable Requirements of Law as contemplated by such Security Documents, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Collateral Agent and (D) to execute and deliver such documents and certificates as the Collateral Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary, the authorization of the transactions contemplated hereby and by the other Loan Documents relating to such Subsidiary Pledge Agreement and any other legal matters relating to such Subsidiary and the Subsidiary Guarantee Loan Documents to which it is or is to become a party (including, if requested by the Collateral Agent, satisfactory environmental reports or assessments with respect to each parcel of real property covered by a Mortgage), all in form and substance satisfactory to the Collateral Agent and its counsel, (iv) in the case of a Mortgage, deliver to the Collateral Agent such surveys, title insurance policies and other documents that the Collateral Agent reasonably requests, all in form and substance reasonably satisfactory to the Collateral Agent and (iiv) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding . (c) With respect to any Person that, subsequent to the foregoingClosing Date, no Immaterial Subsidiary or becomes a Foreign Subsidiary Subsidiary, promptly upon the request of the Borrower Collateral Agent: (i) to the extent permitted by applicable law, execute and deliver to the Collateral Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Collateral Agent shall be required deem necessary or advisable to execute grant to the Collateral Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary Guarantee which is owned by the Company or Subsidiary Pledge Agreement, and any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or equity interests in any such Domestic Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing provisions of the Borrower or any this subsection 7.10, (i) none of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination KCII, KCI International and KCII Holdings LLC shall be required to be made ▇▇▇▇▇ ▇ ▇▇▇▇ on the basis Capital Stock of fair market value)EMD CV and IMD CV owned by them, (ii) neither KCI International nor KCII Holdings LLC shall be required to be pledged hereunderGuarantors and (iii) only 65% of the Capital Stock of each of KCI International and KCII Holdings LLC shall be required to be pledged. (d) Notwithstanding the foregoing provisions of this subsection 7.10 and at the reasonable request of the Company, assets will be excluded from the Collateral in circumstances where the Collateral Agent and the Company determine that the economic detriment to the Company of entering into or maintaining such Guarantee or Security Document or taking or maintaining a security interest in such assets would be excessive in view of the related benefits therefrom to the Lenders (it being understood that if any owned real property (together with any related property) or the leasehold interest in and to any real property has a fair market value of less than $5 million, the Administrative Agent will not require a security interest in such real property).

Additional Collateral. (a) With respect To the extent that the Pledgor owns, acquires or obtains (by purchase, dividend or similar distribution or otherwise) any right, title or interest in any Collateral, at any time or from time to any Capital Stock time on or after the date hereof, such Collateral shall automatically (and without the taking of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date action by the Borrower or any Pledgor) be pledged pursuant to Sections 3.1 and 3.2 of its Subsidiaries that is intended to be subject to this Agreement and, in addition thereto, the Lien created by any of the Pledge Agreements but which is not so subjectPledgor shall (as promptly as practicable and, promptly (and in any event event, within 30 days ten Business Days after the acquisition thereof): it obtains such Collateral) (i) execute and deliver to the Administrative Collateral Agent any stock certificates evidencing such amendments Collateral, duly endorsed in blank and supplements to the relevant Pledge Agreements or Annex A and Annex B hereto as are reasonably necessary to cause such other documents as the Administrative Agent shall deem necessary or advisable annexes to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on be complete and accurate at such Capital Stocktime, (ii) take all such other actions as the Collateral Agent shall reasonably request to perfect the Collateral Agent's security interest in such Collateral and (iii) concurrently with the delivery of the stock certificates and supplements required pursuant to clause (i) above, deliver to the Collateral Agent a certificate executed by an Officer of the Pledgor certifying that the representations and warranties with respect to such additional Collateral set forth in Sections 3.5 and 14(a) (as amended by any supplements to Annex A or Annex B) are true and correct on such date. (b) To the extent that the Pledgor at any time or from time to time creates or acquires after the Issue Date any new Restricted Subsidiary (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary), the Pledgor shall (as promptly as practicable and, in any event, within ten Business Days after it obtains, creates or acquires such Restricted Subsidiary) (i) deliver to the Collateral Agent any stock certificates evidencing the Capital Stock of such Restricted Subsidiary, duly endorsed in blank and supplements to Annex A and Annex B hereto as are reasonably necessary or advisable to cause such Lien annexes to be duly perfected in accordance with all applicable Requirements complete and accurate at such time; provided, however, if such Restricted Subsidiary is a Foreign Subsidiary, the Pledgor shall be required to pledge, and deliver a stock certificate representing 65% of Law, including delivering all such original certificates evidencing such the Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforof such Foreign Subsidiary, and (iiiii) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding , (iii) take such other actions as the foregoing, Collateral Agent shall reasonably request to perfect the Borrower shall not be required to grant to Collateral Agent's security interest in such Collateral and (iv) concurrently with the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary delivery of the Borrower, promptly (stock certificates and in any event within 30 days after such Person becomes a Subsidiary): supplements required pursuant to clause (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lendersabove, deliver to the Administrative Collateral Agent legal opinions relating a certificate executed by an Officer of the Pledgor certifying that the representations and warranties with respect to such additional Collateral set forth in Sections 3.5 and 14(a) (as amended by any supplements to Annex A and Annex B) are true and correct on such date. (c) In addition to the matters described actions required to be taken pursuant to Section 3.3(a) and 3.3(b) hereof, the Pledgor shall from time to time, at the sole expense of the Pledgor, cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in clause (i) immediately precedingeffect in the various relevant States, which opinions shall be in form and substance, and from counsel, covering all Collateral hereunder (with the form of such financing statements to be reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding ), to be filed in the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of relevant filing offices so that at all times the Borrower shall be required to execute Collateral Agent has a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of security interest in all Collateral which is perfected by the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets filing of such Subsidiary are securities financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of foreign companies (such determination to be made on the basis of fair market valueany relevant State), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to Concurrently with the acquisition, directly or indirectly, by the Issuer or any Capital Stock Guarantor of any newly created asset or acquired Subsidiary property of the type which constitutes Collateral: (i) the Issuer or any newly issued Capital Stock of any existing Subsidiary acquired after applicable Guarantor, as the Original Closing Date case may be, and the Collateral Agent shall enter into such amendments or supplements to the Security Documents or such additional Security Documents, and, at or prior to the times required by this Indenture or the Borrower or any of its Subsidiaries that is intended Security Documents, the Issuer shall cause such amendments, supplements and other Security Documents to be filed and recorded in all such governmental offices as shall be necessary in order to grant and create a valid first priority Lien on and security interest in such after-acquired property in favor of the Collateral Agent (subject to no Liens except Permitted Collateral Liens) and the Issuer shall complete all other actions necessary to perfect the Collateral Agent’s Security Interest in such property in accordance with the provisions hereof and the provisions of the applicable Security Documents; and (ii) the Issuer or applicable Guarantor, as the case may be, shall also deliver to the Trustee and Collateral Agent the following: (A) an Opinion of Counsel required pursuant to Section 10.2 below; (B) an Officers’ Certificate of the Issuer stating that any specific Liens on such property are Permitted Collateral Liens; (C) evidence of payment or a closing statement indicating payments to be made of all filing fees, recording charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Trustee and Collateral Agent (and any local counsel) that may be incurred to validly and effectively subject such property to the Lien created by of any applicable Security Document to perfect such Liens; and (D) UCC, judgment, bankruptcy, tax lien and intellectual property searches confirming that such property is subject to no Liens other than Permitted Collateral Liens; and (iii) the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate to the Pledge Agreements but which is not so subjecteffect that the documents that have been or are therewith delivered to the Trustee pursuant to this Section 10.1(b) (including any amendments, promptly (and supplements or other Security Documents referred to in any event within 30 days after the acquisition thereof): paragraph (i) execute and deliver above) conform to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit requirements of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiarythis Indenture. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary property acquired after the Original Closing Date by the Borrower any Guarantor or by any of its Subsidiaries that is intended to be Subsidiary Guarantor after March 31, 2009 (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to the a Lien created expressly permitted by Section 5.2(g) and (z) property acquired by any of Excluded Foreign Subsidiary) as to which the Pledge Agreements but which is Lender does not so subjecthave a perfected Lien, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent Lender such amendments to the relevant Pledge Agreements Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem Lender deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a Lien on security interest in such Capital Stock, property and (ii) take all actions necessary or advisable to cause grant to the Lender a perfected first priority security interest in such Lien property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Lender. (b) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Guarantor or by any Group Member after March 31, 2009 (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be duly an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Collateral Agreement as the Lender deems necessary or advisable to grant to the Lender a perfected first priority security interest in accordance with all applicable Requirements the Capital Stock of Lawsuch new Subsidiary that is owned by any Group Member, including delivering all such original (ii) deliver to the Lender the certificates evidencing representing such Capital Stock to the Administrative Agent Stock, together with undated stock powers powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Lender a perfected first priority security interest in blank thereforthe Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Subsidiary, substantially in the form of Exhibit D, with appropriate insertions and attachments, and (iiiiv) if requested by the Administrative Agent or the Required LendersLender, deliver to the Administrative Agent Lender legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiaryLender. (bc) With respect to any Person thatnew Excluded Foreign Subsidiary created or acquired after the Closing Date by any Guarantor or by any Group Member after March 31, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower2009 (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause execute and deliver to the Lender such amendments to the Guarantee and Collateral Agreement as the Lender deems necessary or advisable to grant to the Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Capital Stock of any such new Subsidiary be required to become a party be so pledged), (ii) deliver to the Subsidiary Pledge Agreement Lender the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Subsidiary Guarantee relevant Group Member, and take such other action as may be necessary or, in the opinion of the Lender, desirable to perfect the Lender’s security interest therein, and (iiiii) if requested by the Administrative Agent or the Required LendersLender, deliver to the Administrative Agent Lender legal opinions relating to the matters described in clause (i) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding Lender. (d) With respect to any Group Member other than the foregoingGuarantors, no Immaterial Subsidiary at any time after March 31, 2009, promptly (i) execute and deliver to the Lender such amendments to the Guarantee and Collateral Agreement as the Lender deems necessary or Foreign Subsidiary of advisable to grant to the Borrower shall be required to execute Lender a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of perfected first priority security interest in the Capital Stock of or equity interests such new Subsidiary that is owned by any Group Member, (ii) deliver to the Lender the certificates representing such Capital Stock, together with undated stock powers, in any Foreign Subsidiary blank, executed and delivered by a duly authorized officer of the Borrower relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or any advisable to grant to the Lender a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of its Subsidiaries if more than 65% of Uniform Commercial Code financing statements in such jurisdictions as may be required by the assets Guarantee and Collateral Agreement or by law or as may be requested by the Lender and (C) to deliver to the Lender a certificate of such Subsidiary are securities Subsidiary, substantially in the form of foreign companies Exhibit D, with appropriate insertions and attachments, and (such determination iv) if requested by the Lender, deliver to be made on the basis of fair market value)Lender legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to be pledged hereunderthe Lender.

Additional Collateral. (a) With Subject to subsection 6.12 with --------------------- respect to the mortgages, with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) of this subsection and (y) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Subsidiary, promptly: (i) execute and deliver to the Administrative Agent, for the benefit of the BorrowerLenders, promptly such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in any event within 30 days after blank by a duly authorized officer of the Borrower or such Person becomes a Subsidiary): , as the case may be, (iiii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and Collateral Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. The Company, ▇▇▇▇▇, Inc., a Delaware corporation, Kasco Corporation, a Delaware corporation, ▇▇▇▇▇ Viscor, Ltd., a Texas limited partnership, ▇▇▇▇▇ Signtech, Ltd., a Texas limited partnership, and ▇▇▇▇▇ Med International LLC, a Delaware limited liability company (together with the Company herein referred to as the Pledgors) hereby grant to Administrative Agent for the benefit of Lenders a lien upon the Collateral to secure the Obligations. In addition, Pledgors agree that: (a) With respect The Pledgors will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate books and records. (b) Unless otherwise agreed, except to any Capital Stock of any newly created the extend permitted by Section 7.01 or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date otherwise permitted by the Borrower or Lenders, the Pledgors have not granted and will not grant any of its Subsidiaries that is intended to be subject to the Lien created by security interest in any of the Pledge Agreements but which is not so subjectCollateral except to the Administrative Agent, and will keep the collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Administrative Agent. (c) Pledgors will promptly (and notify the Administrative Agent in writing of any event within 30 days after which affects the acquisition thereof): value of the Collateral, the ability of the Pledgors or the Administrative Agent to dispose of the Collateral, or the rights and remedies of the Administrative Agent in relation thereto, including, but no limited to, the levy of any legal process against any collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise. (id) execute Pledgors will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the Administrative Agent; provided, however, that Pledgors may sell inventory in the ordinary course of business. (e) Pledgors will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to the extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Administrative Agent and include a loss payable indorsement in favor of the Administrative Agent in a form acceptable to the Administrative Agent. Upon the request of the Administrative Agent, Pledgors will deliver to the Administrative Agent such amendments a copy of each insurance policy, or, if permitted by the Administrative Agent, a certificate of insurance listing all insurance in force. (f) Pledgors will deliver to the relevant Pledge Agreements Administrative Agent (i) copies or extracts from the books and records, and (ii) information on any contracts or other matters affecting the Collateral as requested by Administrative Agent. (g) Pledgors will permit Administrative Agent to examine the Collateral, including the books and records, and make copies of or extracts from the books and records, and for such other documents purposes enter at any reasonable time upon the property where any Collateral or any books and records are located. (h) Pledgors will deliver to the Administrative Agent any instruments, chattel paper or letters of credit which are part of the Collateral, and to assign to the Administrative Agent the proceeds of any such letters of credit. (i) Upon an event of default, Administrative Agent may take such measures as the Administrative Agent shall may deem necessary or advisable to grant to the Administrative Agenttake possession of, hold, preserve, process, assemble, insure, prepare for the benefit of the Lenderssale or lease, a Lien on such Capital Stockmarket for sale or lease, (ii) take all actions necessary sell or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Lawlease, including delivering all such original certificates evidencing such Capital Stock to or otherwise dispose of, any Collateral, and Pledgors hereby irrevocably constitute and appoint the Administrative Agent together with undated stock powers executed as the Pledgors’ attorney-in-fact to perform all acts and execute all documents in blank therefor, connection therewith. 11. The Agreement is hereby modified Section 7.01(i) and (iiiby adding Section 7.01(j) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses as follows: (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) immediately precedingthe Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and (j) Liens granted pursuant to the terms of this Agreement as amended. 12. The definition of Interest Period is hereby deleted and the following is substituted in its place: Interest Period means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two or three weeks or one, two, three or six months thereafter, as selected by the Company in its Committed Loan Notice; provided that: (i) any Interest Period that would otherwise end on a day that is not a business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next proceeding Business Day; (ii) any Interest Period that begins on the last Business Day of a calendar month(or on a day for which there is not numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (iii) no Interest Period shall extend beyond the Maturity Date. (iv) in addition, a Eurocurrency Rate Loan, which opinions is not in an Alternative Currency, may be based on the Daily Floating Eurocurrency Rate. 13. The Agreement is hereby modified by deleting Schedule 2.01 and restating same per the Schedule 2.01 attached hereto. 14. Company acknowledges that as of the date of this Amendment, Lender is not in default of any of its obligations to Company and there exist no claims, causes of action, rights of setoff or other defense in favor of Company against Lender. Company waives and releases any such claim, cause of action, right of setoff or other defenses in favor of Company against Lender and hereby waives any right to trial by jury in regard to any litigation between any and all of the parties to this Amendment. This provision is a material inducement for the Lender to enter into this Amendment. 15. Nothing herein invalidates or shall impair or release any covenant, condition, agreement or stipulation in the Agreement, and the same, except as herein modified, shall continue in full force and effect and Company further covenants and agrees to perform and comply with each and every of the covenants, agreements, conditions and stipulations of the Agreement which are not inconsistent herewith. 16. Except as herein modified, the Agreement is confirmed in its entirety. 17. In the case of conflict between the provisions of the Agreement, on the one hand, and this Amendment on the other hand, the provisions of this Amendment shall prevail. 18. This Amendment may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of which when so executed and delivered shall be in form an original, but all of which shall together constitute one and substance, and from counsel, reasonably satisfactory to the Administrative Agentsame Amendment. 19. Notwithstanding the foregoing, the Borrower This Amendment shall not be required to grant to the Administrative Agent a Lien become effective upon the Capital Stock payment of any Immaterial Subsidiary.the sums set forth on the closing statement and the execution and delivery of the following documents (together referred to as the “Amendment Documents”): (a) this Amendment; (b) With respect to any Person thatthe Fourth Amended and Restated Guaranty; (c) Restated Promissory Note in favor of Bank of America, subsequent to N.A. in the Original Closing Dateamount of $19,800,000.00; (d) Restated Promissory Note in favor of Wachovia Bank, becomes a direct National Association in the amount of $13,200,000.00; (e) the Board of Directors authorizing resolutions or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be other governing body resolutions in form and substancecontent reasonably acceptable to Lender, which resolutions will authorize and from counsel, ratify the adoption of the Amendment Documents and the execution and delivery of the Amendment Documents by the representatives of the Loan Parties who executed the applicable Loan Document; (f) opinion of counsel for the Loan Parties in form and content reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary ; and (g) Summary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderClosing Costs.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary property acquired after the Original Closing Signing Date and the applicable Initial Project Construction Loan Date for each Project by each Borrower Party (other than any property described in paragraph (b) below) as to which the Borrower or any of its Subsidiaries that is intended to be subject to Collateral Agent, for the Lien created by any benefit of the Pledge Agreements but which is Secured Parties, does not so subjecthave a perfected Lien, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements or such other documents Security Documents as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a Lien on security interest in such Capital Stockproperty, subject to Permitted Liens and (ii) take all actions necessary or advisable to cause grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Lien to be duly perfected in accordance with all applicable Requirements of Lawproperty, including delivering all the filing of UCC financing statements in such original certificates evidencing jurisdictions as may be required by the applicable Security Document or by law or as may be requested by the Collateral Agent or the Administrative Agent, except, as to the priority of such Capital Stock Liens, for Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the Lien of the Collateral Agent. (b) Except for Small Projects, if any Borrower Party shall at any time acquire any real property or leasehold or other interest in real property not covered by the applicable Deed of Trust, promptly upon such acquisition, the Borrower shall (and shall cause each Borrower Party to) execute, deliver and record a supplement to the applicable Deed of Trust, reasonably satisfactory in form and substance to the Administrative Agent together with undated stock powers executed in blank thereforand the Collateral Agent, subjecting such real property or leasehold or other interests to the lien and security interest created by such Deed of Trust. (iiic) if requested by the Administrative Agent or the Required Lenders, The Borrower shall (and shall cause each Borrower Party to) use its commercially reasonable efforts to cause each other party to each Additional Project Agreement to execute and deliver to the Administrative Agent legal opinions relating Agent, concurrently with the execution of such Additional Project Agreement, a consent to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be collateral assignment in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing; provided, the Borrower however, that with respect to Small Projects, Consents shall not only be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): if (i) cause such new Subsidiary Additional Project Document does not expressly allow such contract to become a party be collaterally assigned to the Subsidiary Pledge Agreement and the Subsidiary Guarantee lenders and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary result of the Borrower shall be required Lenders due diligence with respect to execute such Additional Project Documents requires a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination Consent to be made on the basis of fair market value), shall be required to be pledged hereunderdelivered.

Additional Collateral. (a) With respect to any Capital Stock of any newly created property or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by any Credit Party (including Aircraft and Engines acquired after the Borrower or Closing Date, but excluding any of its Subsidiaries that is intended to be property subject to a Lien expressly permitted by Section 9.3(j)) as to which the Lien created by any Administrative Agent, for the benefit of the Pledge Agreements but which is Lenders, will not so subject, promptly (and in any event within 30 days after the acquisition thereof): thereof have a perfected Lien, Holdings and its Domestic Subsidiaries agree to promptly (ix) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Guarantee and Collateral Agreement or such other documents Security Documents as the Administrative Agent shall deem necessary reasonably requests (including, in the case of Aircraft and/or Engines, security documents to be filed with the FAA or advisable other applicable Aviation Authority) in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property, (y) in the case of the acquisition of owned Aircraft after the Closing Date, cause to be delivered to the Administrative Agent a legal opinion in substantially the form of Exhibit H-3 and (z) take all actions reasonably requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on perfected security interest in such Capital Stockproperty having the priority required by the Guarantee and Collateral Agreement, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent (including, in the case of Aircraft and/or Engines, security documents to be filed with the FAA or other applicable Aviation Authority). (b) With respect to any fee interest in any real property acquired after the Closing Date by any Credit Party, Holdings shall promptly (i) cause each Credit Party which is the fee owner of such real property to execute and deliver a deed of trust, mortgage or similar document, in each case, in form and substance reasonably satisfactory to the Administrative Agent (each a “Mortgage”), in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) take all actions if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or 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 and (y) any consents or estoppels reasonably deemed necessary or advisable to cause by the Administrative Agent in connection with such Lien to be duly perfected Mortgage, each of the foregoing in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock form and substance reasonably satisfactory to the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding In addition to the foregoing, Holdings shall (or shall cause the Borrower shall not be applicable Credit Party to), at the request of Required Lenders and at the sole cost and expense of the Credit Parties, deliver from time to time to Administrative Agent (i) such appraisals as are required by applicable law or regulation with respect to any real property which is subject to a Mortgage and (ii) Phase I and Phase II Environmental Site Assessment Reports with respect to any fee interest in any real property acquired by a Credit Party. (c) With respect to any new Domestic Subsidiary created or acquired by any Credit Party after the Closing Date, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Domestic Subsidiary that is owned by any Credit Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Credit Party, (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably deemed necessary or advisable by the Administrative Agent to grant to the Administrative Agent for the benefit of the Secured Parties a Lien upon perfected security interest in the Capital Stock of any Immaterial Subsidiary. (b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to such Subsidiary having the Original Closing Date, becomes a direct or indirect Subsidiary of priority required by the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if Collateral Agreement, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or and (C) to deliver to the Required LendersAdministrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit I, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or . (d) With respect to any new first-tier Foreign Subsidiary created or acquired by any Credit Party after the Closing Date, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Borrower Secured Parties, a perfected first priority security interest in the Capital Stock of such new or newly designated Foreign Subsidiary that is owned by any such Credit Party (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the total outstanding voting Capital Stock of any such new or equity interests in any newly designated Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderso pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Credit Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, 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.

Additional Collateral. (a) With respect On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to any become a “Subsidiary Guarantor” and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Subsidiary Guarantor, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge, (C) if the pledge of the Capital Stock of any newly created such Wholly Owned Subsidiary would result in a violation of any laws, regulations or acquired Subsidiary or orders of any newly issued Governmental Authority, no shares of the Capital Stock of any existing such Subsidiary acquired after shall be pledged) and (D) no Capital Stock of SPX International e.G., a cooperative association established under the Original Closing Date by laws of Germany, shall be pledged and (iii) except in the case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower or any of and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Parent Borrower and its Subsidiaries of such compliance is intended excessive in relation to the value of the collateral security to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectafforded thereby. (b) Promptly, promptly (and in any event within 30 60 days after (or such longer period as is reasonably acceptable to the acquisition thereof): Administrative Agent), following the first date on which the corporate family rating of the Parent Borrower from ▇▇▇▇▇’▇ is “Ba2” or less (or not rated by Moody’s) and the corporate credit rating of the Parent Borrower from S&P is “BB” or less (or not rated by S&P) (such date, the “Ratings Event”), the Parent Borrower shall (i) execute and deliver deliver, and cause each Subsidiary Guarantor to execute and deliver, to the Administrative Agent such amendments security documents, in form and substance reasonably satisfactory to the relevant Pledge Agreements or such other documents as Administrative Agent, pursuant to which the Administrative Agent Parent Borrower and each Subsidiary Guarantor shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in all property of such Person (including any parcel of owned domestic real property having a fair market value in excess of $10,000,000 but excluding (A) all other real property (whether owned or leased) and leaseholds, (B) Capital Stock not required to be pledged pursuant to Section 5.11(a), (C) assets for which the pledge thereof or grant, or perfection, of a Lien on such Capital Stockthereon would result in a default, breach or other violation or right of termination under then existing Contractual Obligations or laws, regulations or orders of any Governmental Authority, (D) titled vehicles, (E) any intellectual property to the extent a security interest therein is not perfected by filing a UCC financing statement or, in respect of registered intellectual property, a filing in the USPTO (if required) or the U.S. Copyright Office, (F) any intellectual property if the grant, or perfection, of a security interest therein shall constitute or result in (i) the abandonment, invalidation or rendering unenforceable of any right, title or interest of any Grantor (as defined in the Guarantee and Collateral Agreement) therein, (ii) take all actions necessary the breach or advisable termination pursuant to cause the terms of, or a default under, any intellectual property or (iii) the violation of any applicable law, (G) any general intangible if the grant, or perfection, of a security interest therein (i) shall violate any applicable law or be prohibited by any contract, agreement, instrument or indenture governing such General Intangible, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained; provided in any such case the prohibition is not rendered ineffective by the UCC (including the provisions of Section 9-407 and 9-408) or other applicable laws, (H) any lease, license, contract, property rights or agreement to which any Grantor (as defined in the Guarantee and Collateral Agreement) is a party or any of its rights or interests thereunder if the grant, or perfection, of a security interest therein (i) shall violate any applicable law or be prohibited by any contract, agreement, instrument or indenture governing such lease, license, contract, property rights or agreement, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder, (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained, (iv) shall constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor (as defined in the Guarantee and Collateral Agreement) therein or (v) shall constitute or result in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement; provided in any such case the prohibition is not rendered ineffective by the UCC (including the provisions of Section 9-407 and 9-408) or other applicable laws, (I) any Exempt Deposit Accounts and (J) those other assets that are, in the reasonable judgment of the Administrative Agent, customarily excluded from security documents) that is not already subject to a perfected first priority Lien to be duly perfected (except as permitted by Section 6.3) in accordance with all applicable Requirements favor of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforand (ii) take, and (iii) if cause the relevant Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(b) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Required LendersParent Borrower and its Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (c) If, deliver as of any Collateral Date following the Ratings Event, any property of the Parent Borrower, any Subsidiary Guarantor that is a “Grantor” under any Security Document or any Subsidiary that is required to become a “Grantor” pursuant to Section 5.11(a) is not already subject to a perfected first priority Lien (except to the same extent as not required pursuant to Section 5.11(b) or as permitted by Section 6.3) in favor of the Administrative Agent, the Parent Borrower will notify the Administrative Agent thereof, and, promptly after such Collateral Date, will cause such assets to become subject to a Lien under the relevant Security Documents and will take, and cause the relevant Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(c) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequences to the Parent Borrower and its Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (d) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, prior to the occurrence of the Ratings Event, no property other than Capital Stock (subject to the exceptions specified in Section 5.11(a)) shall be required to become Collateral. (e) Promptly, and in any event within 60 days (or such longer period as is reasonably acceptable to the Administrative Agent), following the first date after the Release Date on which the corporate family rating of the Parent Borrower from ▇▇▇▇▇’▇ is “Ba2” or less (or not rated by Moody’s) and the corporate credit rating of the Parent Borrower from S&P is “BB” or less (or not rated by S&P), the Parent Borrower shall (i) execute and deliver, and cause each Subsidiary Guarantor to execute and deliver, to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingsecurity documents, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding , pursuant to which the foregoing, the Parent Borrower and each Subsidiary Guarantor shall not be required to grant to the Administrative Agent Agent, for the benefit of the Lenders, a Lien upon security interest in all property (and types of property) of such Person that constituted Collateral under the Guarantee and Collateral Agreement as in effect immediately prior to the Release Date (and, for the avoidance of doubt, shall not include Capital Stock of any Immaterial Subsidiary. (bnot required to be pledged pursuant to Section 5.11(a)) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if take, and cause the relevant Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties. (f) Notwithstanding anything to the contrary in this Section 5.11 or the Required Lendersany other Loan Document, deliver to the Administrative Agent legal opinions and the Lenders shall not have Liens on (and shall, at the request and expense of the Parent Borrower, timely release any purported Liens on): (i) the assets transferred to a Receivables Entity and assets of such Receivables Entity, (ii) the Receivables and related assets (of the type specified in the definition of “Qualified Receivables Transaction”) transferred, or in respect of which security interests are granted, pursuant to a Qualified Receivables Transaction or a European Securitization, (iii) if the documentation relating to the matters described in clause (i) immediately precedingReceivables sale, factoring or securitization to which opinions shall be in form and substancesuch Receivables Entity is a party expressly prohibits such a Lien, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock or debt (whether or not represented by promissory notes) of or equity interests in any Foreign Subsidiary of issued by a Receivables Entity to the Parent Borrower or any of its Subsidiaries if more than 65% Subsidiaries, in each case in connection with a Qualified Receivables Transaction permitted by Section 6.6(c) and (iv) Capital Stock not required to be pledged pursuant to Section 5.11(a), (b) or (c). Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, neither the Parent Borrower nor any of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), Guarantors shall be required to take any action to perfect the security interest of the Administrative Agent in the Collateral other than (i) filing UCC financing statements, (ii) delivering Capital Stock required to be pledged hereunderpursuant to Sections 5.11(a), (b) and (c), (iii) executing, delivering, filing and recording mortgages with respect to owned real property in which a security interest is required to be granted pursuant to this Section 5.11 and (iv) executing, delivering, filing and recording notices of grants of security interest with the United States Patent Office and/or United States Copyright Office. (g) Notwithstanding anything herein to the contrary, no Foreign Subsidiary (or any Subsidiary thereof) shall, or shall be deemed to, guarantee any Borrowing by the Parent Borrower, and no assets of any Foreign Subsidiary (or Subsidiary thereof) shall be given as security for such Borrowing. This provision is meant to prevent any inclusions pursuant to Section 956 of the Code and shall be interpreted in accordance therewith.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in paragraph (b) or (c) of this subsection and assets that, in the judgment of the Administrative Agent are immaterial or a Lien on which cannot be perfected by filing 57 UCC-1 financing statements or their foreign equivalents), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be reasonably requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary an active Subsidiary, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Pledge Agreement as the Administrative Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary (unless such Subsidiary is a foreign Subsidiary in which case, 66% of the Capital Stock of such foreign subsidiary) which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement Guarantee and the Subsidiary Guarantee Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by the Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With Subject to each of the provisions contained in this Section 6.13, with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary property acquired after the Original Closing Date by the Borrower or any of its Subsidiaries Loan Party that is intended to be of the type subject to the Lien created by any of the Pledge Agreements Security Agreement on the Closing Date but which is not so subject, the Borrowers shall (or shall cause the applicable Loan Party to) promptly (and in any event within 30 five (5) days after the acquisition thereof): , or such longer period in the sole discretion of the Lead Arranger) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Collateral Documents or such other documents as the Administrative Agent Lead Arranger shall deem necessary or reasonably advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a Lien on such Capital Stockproperty, subject to no Liens other than those permitted by Section 7.01, and (ii) take all actions necessary or advisable reasonably requested by the Lead Arranger to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Requirements requirements of Law, including delivering the filing of financing statements in all applicable jurisdictions. The Borrowers shall otherwise take such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, actions and (iii) if requested by the Administrative Agent or the Required Lenders, execute and/or deliver to the Administrative Agent legal opinions relating such documents as the Lead Arranger shall reasonably require to confirm the matters described in clauses validity, perfection and priority of the Lien of the Collateral Documents on such after-acquired properties. For the avoidance of doubt, for purposes of this Section 6.13, (i) and (ii) immediately preceding, which opinions no Loan Party shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant take any action with respect to assets to the extent that (x) the creation, perfection or priority of Liens in and to such assets is determined under the law of a jurisdiction outside of the United States, or (y) the costs to the Loan Parties of executing any such Mortgage or any such Security Documents described herein are unreasonably excessive (as reasonably determined by the Lead Arranger in consultation with the Borrowers) in relation to the benefits to the Administrative Agent a Lien upon and the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Lenders of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent security or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderguarantee afforded thereby.

Additional Collateral. (a) With Subject to subsection 8.9(d), with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by Holdings, the Borrower or U.S. Borrower, any of its Domestic Subsidiaries or the Canadian Borrower or the Canadian Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (but, in any event, excluding (i) any assets described in paragraph (b) or (c) of this subsection and (ii) assets acquired or owned pursuant to subsection 9.6(h)), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be reasonably requested by the Administrative Agent. (b) With respect to any Person that is or becomes a Subsidiary (other than any Foreign Subsidiary of the U.S. Borrower) that has material assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Security Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the U.S. Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the U.S. Borrower or such Subsidiary, as the case may be, and (iii) if cause such new Subsidiary (A) to execute and deliver to the Administrative Agent an assumption agreement, substantially in the form annexed to the Collateral Agreement, that results in such Subsidiary becoming a party to the Subsidiary Guarantee and the Collateral Agreement (or such comparable documentation which is in form and substance reasonably satisfactory to the Administrative Agent), and (B) to take all actions necessary or advisable to cause the Lien created by the Collateral Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. (c) With respect to any Person that is or becomes a direct Foreign Subsidiary of the U.S. Borrower and that has material assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Required relevant Security Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the U.S. Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Foreign Subsidiary be required to be so pledged), and (ii) if such Capital Stock is issued in certificated form, deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the U.S. Borrower or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock, and if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (d) Upon the foregoingrequest of the Administrative Agent, the U.S. Borrower shall, and shall not be required to cause its Domestic Subsidiaries to, promptly grant to the Administrative Agent, within 60 days of such request, security interests and Mortgages in such owned real property of the U.S. Borrower and its Domestic Subsidiaries as are acquired after the Closing Date by the U.S. Borrower or such Subsidiary and that, together with any improvements thereon, individually have a value of at least $5,000,000 (based on the purchase price thereof if such real estate is the only asset being purchased in such transaction, otherwise the determination of value shall be made by the U.S. Borrower in good faith), as additional security for the obligations of the Credit Parties under any Credit Document (unless the subject property is already mortgaged to a third party to the extent permitted by subsection 9.2). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the Administrative 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 Administrative Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid by the U.S. Borrower in full. If requested by the Administrative Agent or the Required Lenders, the U.S. Borrower shall provide a Lien upon lender's title policy with respect to each such Mortgage paid for by the Capital Stock of any Immaterial SubsidiaryU.S. Borrower, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, insuring each Mortgage as a first lien on the relevant Mortgaged Property and subject only to Liens expressly agreed to by the Administrative Agent. (be) With respect to any Person that, subsequent to the Original Closing Date, that is or becomes a direct or indirect Canadian Subsidiary of the Borrowerthat has material assets, promptly (and in any event within 30 days after such Person becomes a Canadian Subsidiary): ), execute and deliver to the Canadian Administrative Agent an assumption agreement, substantially in the form of the assumption agreement annexed to the Canadian Collateral Agreement, that results in such Person becoming a party to (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Canadian Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Canadian Collateral Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. As soon as practicable after (ax) With respect to the acquisition by the Issuer or any Capital Stock Guarantor of any newly created asset or property of the type which constitutes personal property with a fair market value (as determined in good faith by such Issuer or Guarantor and set forth in an Officer’s Certificate delivered to the Trustee) in excess of $5,000,000 individually or $10,000,000 in the aggregate and to the extent not an Excluded Asset and (y) the designation of an Unrestricted Subsidiary as a Restricted Subsidiary: (i) the Issuer or applicable Guarantor, as the case may be, and the Collateral Agent shall enter into such amendments or supplements to the Security Documents, and, at or prior to the times required by this Indenture or the Security Documents, the Issuer shall cause such amendments, supplements and other Security Documents to be filed and recorded in all such governmental offices as shall be necessary in order to grant and create a valid first priority Lien on and Security Interest in such after-acquired Subsidiary or any newly issued Capital Stock property in favor of any existing Subsidiary acquired after the Original Closing Date by Collateral Agent (subject to no Liens except Permitted Collateral Liens) and the Borrower or any Issuer shall complete all other actions necessary to perfect the Collateral Agent’s Security Interest in such property in accordance with the provisions hereof and the provisions of its Subsidiaries the applicable Security Documents; (ii) in the case of additional Collateral which constitutes personal property that is intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Issuer or such other documents applicable Guarantor, as the Administrative case may be, shall promptly provide security interests in and Liens on such property in favor of the Collateral Agent shall deem necessary or advisable to grant to the Administrative Agent, for its benefit and the benefit of the Lenders, a Lien Trustee and the Holders of the Notes and the holders of any Additional Secured Obligations and also deliver to the Trustee and Collateral Agent the following: (A) an Officer’s Certificate of the Issuer stating that any specific Liens on such Capital Stock, personal property are Permitted Collateral Liens; (iiB) take all actions necessary evidence of payment or advisable to cause such Lien a closing statement indicating payments to be duly perfected in accordance with made of all applicable Requirements of Lawfiling fees, recording charges, transfer taxes and other costs and expenses, including delivering all reasonable legal fees and disbursements of counsel for the Trustee and Collateral Agent (and any local counsel) that may be incurred to validly and effectively subject such original certificates evidencing such Capital Stock personal property to the Administrative Agent together with undated stock powers executed in blank thereforLien of any applicable Security Document to perfect such Liens; and (C) UCC, judgment, bankruptcy, tax lien and intellectual property searches confirming that such personal property is subject to no Liens other than Permitted Collateral Liens; (iii) if requested by the Administrative Agent Issuer or any Guarantor creates any additional security interest upon any property or asset to secure any ABL Obligations after the Required Lenders, Issue Date it must concurrently grant a second-priority security interest in any such property or assets that constitute Priority ABL Collateral and first-priority security interest in any such property or assets that constitute Notes Priority Collateral (subject to Permitted Liens) as security for the Note Obligations and any Additional Secured Obligations; and (iv) the Issuer shall deliver to the Administrative Agent legal opinions relating Trustee an Opinion of Counsel and an Officer’s Certificate to the matters described effect that the documents that have been or are therewith delivered to the Trustee pursuant to this Section 10.1(b) (including any amendments, supplements, mortgages or other Security Documents referred to in clauses paragraph (i) and (iiabove) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory conform to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock requirements of any Immaterial Subsidiarythis Indenture. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Domestic Subsidiaries which is a Material Subsidiary that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) or (c) of this subsection and (z) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver execute (b) With respect to any Person that, subsequent to the Administrative Agent such amendments Closing Date, becomes a Material Subsidiary (other than a Foreign Subsidiary), promptly upon the request of the Agent: (i) become a party to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable Global Security Agreement to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Material Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Material Subsidiary, as the case may be, (iiiii) cause such new Material Subsidiary (A) to become a party to the Global Security Agreement and (B) to take all actions deemed necessary or advisable by the Agent to cause such the Lien created by the Global Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original jurisdictions as may be requested by the Agent and (iv) if reasonably requested by the Agent, deliver to the Agent legal opinions relating to the matters described in clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent. (c) With respect to any Person that, subsequent to the Closing Date, becomes a Foreign Subsidiary which is a Material Subsidiary, promptly upon the request of the Agent: (i) execute and deliver to the Agent a new pledge agreement or such amendments to the Global Security Agreement to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Material Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Material Subsidiary be required to be so pledged), (ii) deliver to the Agent any certificates evidencing representing such Capital Stock to the Administrative Agent Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Borrower or such Material Subsidiary, as the case may be, and take or cause to be taken all such other actions under local law as may be deemed necessary or advisable by Agent to perfect such Lien on such Capital Stock and (iii) if reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. Unless the Collateral Release Date shall have occurred: (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in paragraph (b), (c), (d) or (e) of this Section 6.10), promptly (and in any event within 30 days after the acquisition or creation thereof): (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements Master Guarantee and Collateral Agreement or such other documents as the Administrative Collateral Agent shall reasonably deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent (provided that for any Vehicles that are covered by a certificate of title, the Borrower shall cause such Lien to be duly perfected in accordance with all such original certificates evidencing such Capital Stock to applicable Requirements of Law within 90 days after the Administrative Agent together with undated stock powers executed in blank thereforacquisition thereof), and (iii) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent within 30 days of such request legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, substance and from counsel, counsel reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Domestic Subsidiary of the BorrowerBorrower (including, without limitation, any Person which had previously been an Excluded Subsidiary), promptly (and in any event within 30 days after such Person becomes a Subsidiarythe acquisition or creation thereof): (i) execute and deliver to the Collateral Agent, for the benefit of the Lenders, such amendments to the Master Guarantee and Collateral Agreement as the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers duly executed and delivered in blank, (iii) cause such new Domestic Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and the Subsidiary Master Guarantee and Collateral Agreement, pursuant to documentation which is in form and substance reasonably satisfactory to the Collateral Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by such security agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent (provided that for any Vehicles that are covered by a certificate of title, the Borrower shall cause such Lien to be duly perfected in accordance with all applicable Requirements of Law within 90 days after the acquisition thereof), and (iv) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent within 30 days of such request legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, substance and from counsel, counsel reasonably satisfactory to the Administrative Collateral Agent. (c) With respect to any fee interest in any real property acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries having a purchase price (or, if acquired through a merger or stock acquisition, a fair market value) in excess of $1,000,000, promptly (and in any event within 90 days after the acquisition thereof) (i) execute and deliver a first priority mortgage or deed of trust, as the case may be (subordinate only to such mortgages or deeds of trust as are necessary to permit the Borrower or such Domestic Subsidiary to purchase such real property but subject to such easements, rights of way, restrictions and other similar encumbrances as such property may be subject at the time of acquisition), in favor of the Collateral Agent, for the benefit of the Lenders, covering such real property, in form and substance reasonably satisfactory to the Collateral Agent, (ii) provide to the Collateral Agent all necessary documents reasonably requested by the Collateral Agent to confirm the Borrower's or its Subsidiaries' ownership of such real property, (iii) if requested by the Collateral Agent, provide the Lenders with any consents or estoppels deemed necessary or advisable by the Collateral Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (iv) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in the preceding clauses (i) and (iii), which opinions shall be in form and substance and from counsel reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, no Immaterial Subsidiary compliance shall not be required with the foregoing provision of this paragraph (c) in respect of any interest in real property which, at the time of acquisition thereof by the Borrower or its Subsidiary, is subject to a legal or contractual restriction that would prohibit the granting of a mortgage thereon to the Collateral Agent; provided, that the aggregate book value of real property owned by the Borrower and its Subsidiaries so subject may not exceed $5,000,000 at any time. (d) With respect to any Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (and in any event within 150 days after the acquisition or creation thereof) (i) execute and deliver to the Collateral Agent such amendments to the Master Guarantee and Collateral Agreement (or comparable documentation) as the Collateral Agent deems reasonably necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock (except for Liens permitted under Section 7.3) of such new Foreign Subsidiary which is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or equity interests such Subsidiary, as the case may be, and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in the preceding clauses (i) and (ii), which opinions shall be in form and substance and from counsel reasonably satisfactory to the Collateral Agent. (e) With respect to any Foreign Subsidiary of oil and gas property acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries having a purchase price (or, if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of acquired through a merger or stock acquisition, a fair market value) in excess of $1,000,000 and which, after giving effect to such acquisition and assuming that a perfected first priority Lien thereon were not granted to the Collateral Agent would result in the Collateral Agent having a perfected first priority Lien on less than 80% in value (calculated as provided in Section 4.24) of the reserves contained in all of the oil and gas properties of the Borrower and its Domestic Subsidiaries, promptly (and in any event within 30 days after the acquisition thereof) (i) execute and deliver a first priority oil and gas mortgage (subordinate only to such oil and gas mortgages as are necessary to permit the Borrower or such Domestic Subsidiary to purchase such property but subject to such restrictions and other similar encumbrances as such property may be subject at the time of acquisition), shall be required in favor of the Collateral Agent, for the benefit of the Lenders, covering such property, in form and substance reasonably satisfactory to be pledged hereunderthe Collateral Agent, and (ii) if requested by the Collateral Agent, deliver to the Collateral Agent within 180 days of such request title opinions relating to the matters described in the preceding clause reasonably satisfactory to the Collateral Agent.