Common use of Future Subsidiary Guarantor Pledgors Clause in Contracts

Future Subsidiary Guarantor Pledgors. (a) The Company will use its reasonable best efforts to obtain any necessary consents and waivers and to take all other actions necessary to pledge and to cause each Future Subsidiary Guarantor to pledge the Capital Stock of any future Restricted Subsidiary (other than any Subsidiary organized under the laws of the PRC), including the Capital Stock of any JV Subsidiary Guarantors if such JV Subsidiary Guarantor is established, in each case owned by the Company or such Future Subsidiary Guarantor (subject to Permitted Liens and the Intercreditor Agreement) as soon as practicable in order to secure the obligations of the Company under the Notes and this Indenture and of such Future Subsidiary Guarantor under its Subsidiary Guarantee; provided that in exercising such reasonable best efforts the Company shall not be required to take any action that is commercially unreasonable. None of the JV Subsidiary Guarantors will provide a Security Document pledging the Capital Stock of its direct or indirect Restricted Subsidiaries as security in favor of the Common Security Trustee for the benefit of the Trustee and the Holders. (b) The Company will, for the benefit of the Trustee on behalf of the Holders of the Notes, pledge, or cause each Subsidiary Guarantor to pledge to the Common Security Trustee, the Capital Stock owned directly by the Company or such Subsidiary Guarantor of any Person that becomes a Subsidiary Guarantor or JV Subsidiary Guarantor after the Exchange Date, as soon as practicable after such Person becomes a Subsidiary Guarantor or JV Subsidiary Guarantor, to secure (subject to Permitted Liens) the obligations of the Company under the Notes and this Indenture, and of such Subsidiary Guarantor under its Subsidiary Guarantee, as the case may be, in the manner described above. (c) Each Subsidiary Guarantor that pledges Capital Stock of a Restricted Subsidiary after the Exchange Date is referred to as a “Future Subsidiary Guarantor Pledgor” and, upon giving such pledge, will be a “Subsidiary Guarantor Pledgor.” (d) Upon each pledge by a Future Subsidiary Guarantor of the Capital Stock of any future Restricted Subsidiary in accordance with Section 10.02(a) or Section 10.02(b), the Company will deliver to the Trustee an Officers’ Certificate stating that entry into the applicable pledge agreement has been duly and validly authorized and an Opinion of Counsel to the effect that (i) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the applicable pledge agreement and all other instruments of further assurance as are necessary to make effective and (if relevant) perfect the Lien (subject to Permitted Liens and the Intercreditor Agreement) created by such pledge agreement in the Capital Stock referenced in Section 10.02(a) or Section 10.02(b), and referencing the details of such action; or (ii) in the opinion of such counsel, no such action is necessary to make such Lien effective and (if relevant) perfected; provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact. (e) All Opinions of Counsel delivered pursuant to Section 10.02(d) may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Capital Stock pledged. (f) Upon each pledge by any Future Subsidiary Guarantor of the Capital Stock of any future Restricted Subsidiary in accordance with Section 10.02(a) or Section 10.02(b), the Company will give notice, file, register or record any supplemental indentures, financing statements, continuation statements, pledge agreements or other instruments or cause each such Future Subsidiary Guarantor Pledgor to give notice, file, register or record any supplemental indentures, financing statements, continuation statements, pledge agreements or other instruments and take any other actions as may be required by applicable law, in order to perfect and protect the Lien thereby created.

Future Subsidiary Guarantor Pledgors. (a) The Company None of the Capital Stock of the Non-Guarantor Subsidiaries will use its reasonable best efforts to obtain be pledged on the Original Issue Date or at any necessary consents and waivers and to take all other actions necessary to pledge and to cause each Future Subsidiary Guarantor to pledge time in the future. In addition, none of the Capital Stock of any future Restricted Subsidiary (other than any Subsidiary that may be organized under the laws of the PRC), including PRC or the Capital Stock of Exempted Subsidiaries will be pledged at any JV Subsidiary Guarantors if such time in the future. If any JV Subsidiary Guarantor is established, in each case the Capital Stock of such JV Subsidiary Guarantor owned by the Company or such Future any Subsidiary Guarantor (subject to Permitted Liens and the Intercreditor Agreement) as soon as practicable in order will be pledged to secure the obligations of the Company under the Notes and this Indenture and of such Future Subsidiary Guarantor under its Subsidiary Guarantee; provided that in exercising such reasonable best efforts the Company shall not be required to take any action that is commercially unreasonable. None of the JV Subsidiary Guarantors will provide a Security Document pledging the Capital Stock of its direct or indirect Restricted Subsidiaries as security in favor of the Common Security Trustee for the benefit of the Trustee and the Holders. (b) The Company will, for the benefit of the Trustee on behalf of the Holders of the Notes, pledge, or cause each Subsidiary Guarantor to pledge to the Common Security Trustee, the Capital Stock owned directly by the Company or such Subsidiary Guarantor of any Person that becomes a Subsidiary Guarantor or JV Subsidiary Guarantor after the Exchange Date, as soon as practicable after such Person becomes a Subsidiary Guarantor or JV Subsidiary Guarantor, to secure (subject to Permitted Liens) the obligations of the Company under the Notes and this Indenture, and of such Subsidiary Guarantor under its Subsidiary Guarantee, as the case may be, in the manner described above. However, none of the JV Subsidiary Guarantors will provide a Security Document pledging the Capital Stock of its direct or indirect Subsidiaries as security in favor of the Shared Security Agent for itself and for the benefit of the Trustee and the Holders. (b) The Company shall, for the benefit of the Holders of the Notes, pledge, and cause each Subsidiary Guarantor (other than a JV Subsidiary Guarantor, if any) to pledge, the Capital Stock directly owned by the Company or such Subsidiary Guarantor of any Person that becomes a Restricted Subsidiary or of any Non-Guarantor Subsidiary that becomes a Subsidiary Guarantor, or additional shares of Capital Stock acquired or otherwise received by the Company or such Subsidiary Guarantor of any existing Restricted Subsidiary (in each case, other than Persons organized under the laws of the PRC, Other Non-Guarantor Subsidiaries or Exempted Subsidiaries) after the Original Issue Date, as soon as practicable after such Person becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, to secure the obligations of the Company under the Notes and the Indenture, and of such Subsidiary Guarantor under its Subsidiary Guarantee. (c) Each Subsidiary Guarantor that pledges Capital Stock of a Restricted Subsidiary after the Exchange Original Issue Date is referred to as a “Future Subsidiary Guarantor Pledgor” and, upon giving such pledge, will be a “Subsidiary Guarantor Pledgor.” (d) Upon each pledge by a Future Subsidiary Guarantor of the Capital Stock of any future Future Restricted Subsidiary in accordance with Section 10.02(a) or Section 10.02(b)10.02, the Company will shall deliver to the Trustee an Officers’ Certificate stating that entry into the applicable pledge agreement has been duly and validly authorized and an Opinion of Counsel to the effect that (i) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the applicable pledge agreement and all other instruments of further assurance as are necessary to make effective and (if relevant) perfect the Lien (subject to Permitted Liens and the Intercreditor AgreementLiens) created by such pledge agreement in the Capital Stock referenced in Section 10.02(a) or Section 10.02(b), and referencing the details of such actionaction (it being understood that no opinion will be given regarding the priority of any lien or security interest); or (ii) in the opinion of such counsel, no such action is necessary to make such Lien effective and (if relevant) perfectedit being understood that no opinion will be given regarding the priority of any lien or security interest); provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact. (e) All Opinions of Counsel delivered pursuant to Section 10.02(d) may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Capital Stock pledged. (f) Upon each pledge by any Future Subsidiary Guarantor of the Capital Stock of any future Future Restricted Subsidiary in accordance with Section 10.02(a) or Section 10.02(b), the Company will give notice, file, register or record any supplemental indentures, financing statements, continuation statements, pledge agreements or other instruments or cause each such Future future Subsidiary Guarantor Pledgor to give notice, file, register or record any supplemental indentures, financing statements, continuation statements, pledge agreements or other instruments and take any other actions as may be required by applicable law, necessary in order to perfect and protect the Lien thereby created.

Future Subsidiary Guarantor Pledgors. (a) The Company will use its reasonable best efforts Parent Guarantor will, for the benefit of the Holders, pledge, or cause the relevant Restricted Subsidiaries to obtain any necessary consents and waivers and to take all other actions necessary to pledge and to cause each Future Subsidiary Guarantor to pledge pledge, the Capital Stock owned directly by the Parent Guarantor or such Restricted Subsidiaries of any future Restricted Subsidiary (other than any Subsidiary organized under new offshore holding companies for the laws ER Group, and the Company will, for the benefit of the PRC)Holders, including pledge, or cause the relevant intermediary holding companies to pledge, the Capital Stock of any JV Subsidiary Guarantors if such JV Subsidiary Guarantor is established, in each case owned directly by the Company or such Future Subsidiary Guarantor (subject to Permitted Liens intermediary holding companies of any new intermediary holding companies between the Company and Enrestechnology LLC, Ukhaa Khudag Water Supply LLC and United Power LLC after the Intercreditor Agreement) as soon as practicable in order Exchange Date, to secure the obligations of the Company under the Notes and this Indenture Indenture, of the Parent Guarantor under the Parent Guarantee, and of such Future Subsidiary Guarantor under its Subsidiary Guarantee; provided that in exercising such reasonable best efforts the Company shall not be required to take any action that is commercially unreasonable. None of the JV relevant Subsidiary Guarantors will provide a Security Document pledging the Capital Stock of its direct or indirect Restricted Subsidiaries as security in favor of the Common Security Trustee for the benefit of the Trustee and the Holdersunder their respective Subsidiary Guarantees. (b) The Company will, for the benefit of the Trustee on behalf of the Holders of the Notes, pledge, or cause each Subsidiary Guarantor to pledge to the Common Security Trustee, the Capital Stock owned directly by the Company or such Subsidiary Guarantor of any Person that becomes a Subsidiary Guarantor or JV Subsidiary Guarantor after the Exchange Date, as soon as practicable after such Person becomes a Subsidiary Guarantor or JV Subsidiary Guarantor, to secure (subject to Permitted Liens) the obligations of the Company under the Notes and this Indenture, and of such Subsidiary Guarantor under its Subsidiary Guarantee, as the case may be, in the manner described above. (c) Each Subsidiary Guarantor that pledges the Capital Stock of a Restricted Subsidiary the relevant entities in accordance with ‎Section 11.02(a) after the Exchange Date is referred to as a “Future Subsidiary Guarantor Pledgor” and, upon giving such pledge, will be a “Subsidiary Guarantor Pledgor.” (dc) Upon each pledge by a Future Subsidiary Guarantor of the Capital Stock of any future Restricted Subsidiary the relevant entities in accordance with Section 10.02(a) or Section 10.02(b‎Section 11.02(a), the Company will deliver to the Trustee an Officers’ Certificate stating that entry into the applicable pledge agreement has been duly and validly authorized and an Opinion of Counsel to the effect that (i) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the applicable pledge agreement and all other instruments of further assurance as are necessary to make effective and (if relevant) perfect the First Priority Lien (subject to Permitted Liens and the Intercreditor AgreementAgreement and Permitted Liens) created by such pledge agreement in the Capital Stock referenced in Section 10.02(a) or Section 10.02(b‎Section 11.02(a), and referencing the details of such action; or (ii) in the opinion of such counsel, no such action is necessary to make such First Priority Lien effective and (if relevant) perfected; provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of facteffective. (ed) All Opinions of Counsel delivered pursuant to Section 10.02(d‎Section 11.01(b) and ‎Section 11.02(c) may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Capital Stock pledged. (fe) Upon each pledge by any Future Subsidiary Guarantor of the Capital Stock of any future Restricted Subsidiary the relevant entities in accordance with Section 10.02(a) or Section 10.02(b‎Section 11.02(a), the Company will give notice, file, register or record any supplemental indentures, financing statements, continuation statements, pledge agreements or other instruments or cause each such Future Subsidiary Guarantor Pledgor to give notice, file, register or record any supplemental indentures, financing statements, continuation statements, pledge agreements or other instruments and take any other actions as may be required by applicable law, in order to perfect and protect the First Priority Lien thereby created.

Future Subsidiary Guarantor Pledgors. (a) The Company None of the Capital Stock of the Non-Guarantor Subsidiaries will use its reasonable best efforts to obtain be pledged on the Original Issue Date or at any necessary consents and waivers and to take all other actions necessary to pledge and to cause each Future Subsidiary Guarantor to pledge time in the future. In addition, none of the Capital Stock of any future Restricted Subsidiary (other than any Subsidiary that may be organized under the laws of the PRC), including PRC will be pledged at any time in the Capital Stock of future. If any JV Subsidiary Guarantors if such JV Subsidiary Guarantor is established, in each case the Capital Stock of such JV Subsidiary Guarantor owned by the Company or such Future any Subsidiary Guarantor (subject to Permitted Liens and the Intercreditor Agreement) as soon as practicable in order will be pledged to secure the obligations of the Company under the Notes and this Indenture and of such Future Subsidiary Guarantor under its Subsidiary Guarantee; provided that in exercising such reasonable best efforts the Company shall not be required to take any action that is commercially unreasonable. None of the JV Subsidiary Guarantors will provide a Security Document pledging the Capital Stock of its direct or indirect Restricted Subsidiaries as security in favor of the Common Security Trustee for the benefit of the Trustee and the Holders. (b) The Company will, for the benefit of the Trustee on behalf of the Holders of the Notes, pledge, or cause each Subsidiary Guarantor to pledge to the Common Security Trustee, the Capital Stock owned directly by the Company or such Subsidiary Guarantor of any Person that becomes a Subsidiary Guarantor or JV Subsidiary Guarantor after the Exchange Date, as soon as practicable after such Person becomes a Subsidiary Guarantor or JV Subsidiary Guarantor, to secure (subject to Permitted Liens) the obligations of the Company under the Notes and this Indenture, and of such Subsidiary Guarantor under its Subsidiary Guarantee, as the case may be, in the manner described above. However, none of the JV Subsidiary Guarantors will provide a Security Document pledging the Capital Stock of its direct or indirect Subsidiaries as security in favor of the Shared Security Agent for itself and for the benefit of the Trustee and the Holders. (b) The Company shall, for the benefit of the Holders of the Notes, pledge, and cause each Subsidiary Guarantor (other than a JV Subsidiary Guarantor, if any) to pledge, the Capital Stock directly owned by the Company or such Subsidiary Guarantor of any Person that becomes a Restricted Subsidiary or of any Non-Guarantor Subsidiary that becomes a Subsidiary Guarantor, or additional shares of Capital Stock acquired or otherwise received by the Company or such Subsidiary Guarantor of any existing Restricted Subsidiary (in each case, other than Persons organized under the laws of the PRC or Other Non-Guarantor Subsidiaries) after the Original Issue Date, promptly upon such Person becoming a Restricted Subsidiary, to secure the obligations of the Company under the Notes and the Indenture, and of such Subsidiary Guarantor under its Subsidiary Guarantee. (c) Each Subsidiary Guarantor that pledges Capital Stock of a Restricted Subsidiary after the Exchange Original Issue Date is referred to as a “Future Subsidiary Guarantor Pledgor” and, upon giving such pledge, will be a “Subsidiary Guarantor Pledgor.” (d) Upon each pledge by a Future Subsidiary Guarantor of the Capital Stock of any future Future Restricted Subsidiary in accordance with Section 10.02(a) or Section 10.02(b)10.02, the Company will shall deliver to the Trustee an Officers’ Certificate stating that entry into the applicable pledge agreement has been duly and validly authorized and an Opinion of Counsel to the effect that (i) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the applicable pledge agreement and all other instruments of further assurance as are necessary to make effective and (if relevant) perfect the Lien (subject to Permitted Liens and the Intercreditor AgreementLiens) created by such pledge agreement in the Capital Stock referenced in Section 10.02(a) or Section 10.02(b), and referencing the details of such actionaction (it being understood that no opinion will be given regarding the priority of any lien or security interest); or (ii) in the opinion of such counsel, no such action is necessary to make such Lien effective and (if relevant) perfectedit being understood that no opinion will be given regarding the priority of any lien or security interest); provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact. (e) All Opinions of Counsel delivered pursuant to Section 10.02(d) may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Capital Stock pledged. (f) Upon each pledge by any Future Subsidiary Guarantor of the Capital Stock of any future Future Restricted Subsidiary in accordance with Section 10.02(a) or Section 10.02(b), the Company will give notice, file, register or record any supplemental indentures, financing statements, continuation statements, pledge agreements or other instruments or cause each such Future future Subsidiary Guarantor Pledgor to give notice, file, register or record any supplemental indentures, financing statements, continuation statements, pledge agreements or other instruments and take any other actions as may be required by applicable law, necessary in order to perfect and protect the Lien thereby created.

Future Subsidiary Guarantor Pledgors. (a) The Company will use its reasonable best efforts promptly to obtain any necessary consents and waivers and to take all other actions necessary to pledge and to cause each Future Subsidiary Guarantor to pledge the Capital Stock of any future Restricted Subsidiary (other than any Subsidiary organized under the laws of the PRC), including the Capital Stock of any JV Subsidiary Guarantors if such JV Subsidiary Guarantor is established, ) in each case owned by the Company or such Future Subsidiary Guarantor Guarantor, on a first priority basis (subject to Permitted Liens and the Intercreditor AgreementLiens) as soon as practicable in order to secure the obligations of the Company under the Notes and this Indenture and of such Future Subsidiary Guarantor under its Subsidiary Guarantee; provided that in exercising such reasonable best efforts the Company shall not be required to take any action that is commercially unreasonable. None of the JV Subsidiary Guarantors will provide a Security Document pledging the Capital Stock of its direct or indirect Restricted Subsidiaries as security in favor of the Common Security Trustee for the benefit of the Trustee and the Holders. (b) The Company will, for the benefit of the Trustee on behalf of the Holders of the Notes, pledge, or cause each Subsidiary Guarantor to pledge to the Common Security Trusteepledge, the Capital Stock owned directly by the Company or such Subsidiary Guarantor of any Person that becomes a Subsidiary Guarantor or JV Subsidiary Guarantor (other than Persons organized under the laws of the PRC) after the Exchange Issue Date, as soon as practicable after immediately upon such Person becomes becoming a Subsidiary Guarantor or JV Subsidiary GuarantorSubsidiary, to secure (subject to Permitted Liens) the obligations of the Company under the Notes and this Indenture, and of such Subsidiary Guarantor under its Subsidiary Guarantee, as the case may be, in the manner described above. (c) Each Subsidiary Guarantor that pledges Capital Stock of a Restricted Subsidiary after the Exchange Issue Date is referred to as a “"Future Subsidiary Guarantor Pledgor” " and, upon giving such pledge, will be a “"Subsidiary Guarantor Pledgor.”" (d) Upon each pledge by a Future Subsidiary Guarantor of the Capital Stock of any Other Non-Guarantor Subsidiary or any future Restricted Subsidiary in accordance with Section 10.02(a) or Section 10.02(b), the Company will deliver to the Trustee an Officers’ ' Certificate stating that entry into the applicable pledge agreement has been duly and validly authorized and an Opinion of Counsel to the effect that (i) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the applicable pledge agreement and all other instruments of further assurance as are necessary to make effective and (if relevant) perfect the Lien first priority lien (subject to Permitted Liens and the Intercreditor AgreementLiens) created by such pledge agreement in the Capital Stock referenced in Section 10.02(a) or Section 10.02(b), and referencing the details of such action; or (ii) in the opinion of such counsel, no such action is necessary to make such Lien effective and first priority lien (if relevantsubject to Permitted Liens) perfectedeffective; provided that any such Opinion of Counsel may rely on an Officers’ ' Certificate or certificates of public officials with respect to matters of fact. (e) All Opinions of Counsel delivered pursuant to Section 10.02(d) may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Capital Stock pledged. (f) Upon each pledge by any Future Subsidiary Guarantor of the Capital Stock of any Other Non-Guarantor Subsidiary or any future Restricted Subsidiary in accordance with Section 10.02(a) or Section 10.02(b), the Company will give notice, file, register or record any supplemental indentures, financing statements, continuation statements, pledge agreements or other instruments or cause each such Future Subsidiary Guarantor Pledgor to give notice, file, register or record any supplemental indentures, financing statements, continuation statements, pledge agreements or other instruments and take any other actions as may be required by applicable law, necessary in order to perfect and protect the Lien first priority lien (subject to Permitted Liens) thereby created.

Future Subsidiary Guarantor Pledgors. (a) The Company None of the Capital Stock of the Non-Guarantor Subsidiaries will use its reasonable best efforts to obtain be pledged on the Original Issue Date or at any necessary consents and waivers and to take all other actions necessary to pledge and to cause each Future Subsidiary Guarantor to pledge time in the future. In addition, none of the Capital Stock of any future Restricted Subsidiary (other than any Subsidiary that may be organized under the laws of the PRC), including PRC will be pledged at any time in the Capital Stock of future. If any JV Subsidiary Guarantors if such JV Subsidiary Guarantor is established, in each case the Capital Stock of such JV Subsidiary Guarantor owned by the Company or such Future any Subsidiary Guarantor (subject to Permitted Liens and the Intercreditor Agreement) as soon as practicable in order will be pledged to secure the obligations of the Company under the Notes and this Indenture and of such Future Subsidiary Guarantor under its Subsidiary Guarantee; provided that in exercising such reasonable best efforts the Company shall not be required to take any action that is commercially unreasonable. None of the JV Subsidiary Guarantors will provide a Security Document pledging the Capital Stock of its direct or indirect Restricted Subsidiaries as security in favor of the Common Security Trustee for the benefit of the Trustee and the Holders. (b) The Company will, for the benefit of the Trustee on behalf of the Holders of the Notes, pledge, or cause each Subsidiary Guarantor to pledge to the Common Security Trustee, the Capital Stock owned directly by the Company or such Subsidiary Guarantor of any Person that becomes a Subsidiary Guarantor or JV Subsidiary Guarantor after the Exchange Date, as soon as practicable after such Person becomes a Subsidiary Guarantor or JV Subsidiary Guarantor, to secure (subject to Permitted Liens) the obligations of the Company under the Notes and this Indenture, and of such Subsidiary Guarantor under its Subsidiary Guarantee, as the case may be, in the manner described above. However, none of the JV Subsidiary Guarantors will provide a Security Document pledging the Capital Stock of its direct or indirect Subsidiaries as security in favor of the Collateral Agent for itself and for the benefit of the Trustee and the Holders. (b) The Company shall, for the benefit of the Holders of the Notes, pledge, and cause each Subsidiary Guarantor (other than a JV Subsidiary Guarantor, if any) to pledge, the Capital Stock directly owned by the Company or such Subsidiary Guarantor of any Person that becomes a Restricted Subsidiary or of any Non-Guarantor Subsidiary that becomes a Subsidiary Guarantor, or additional shares of Capital Stock acquired or otherwise received by the Company or such Subsidiary Guarantor of any existing Restricted Subsidiary (in each case, other than Persons organized under the laws of the PRC or Other Non-Guarantor Subsidiaries) after the Original Issue Date, promptly upon such Person becoming a Restricted Subsidiary, to secure the obligations of the Company under the Notes and the Indenture, and of such Subsidiary Guarantor under its Subsidiary Guarantee. (c) Each Subsidiary Guarantor that pledges Capital Stock of a Restricted Subsidiary after the Exchange Original Issue Date is referred to as a “Future Subsidiary Guarantor Pledgor” and, upon giving such pledge, will be a “Subsidiary Guarantor Pledgor.” (d) Upon each pledge by a Future Subsidiary Guarantor of the Capital Stock of any future Future Restricted Subsidiary in accordance with Section 10.02(a) or Section 10.02(b)10.02, the Company will shall deliver to the Trustee an Officers’ Certificate stating that entry into the applicable pledge agreement has been duly and validly authorized and an Opinion of Counsel to the effect that (i) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the applicable pledge agreement and all other instruments of further assurance as are necessary to make effective and (if relevant) perfect the Lien (subject to Permitted Liens and the Intercreditor AgreementLiens) created by such pledge agreement in the Capital Stock referenced in Section 10.02(a) or Section 10.02(b), and referencing the details of such actionaction (it being understood that no opinion will be given regarding the priority of any lien or security interest); or (ii) in the opinion of such counsel, no such action is necessary to make such Lien effective and (if relevant) perfectedit being understood that no opinion will be given regarding the priority of any lien or security interest); provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact. (e) All Opinions of Counsel delivered pursuant to Section 10.02(d) may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Capital Stock pledged. (f) Upon each pledge by any Future Subsidiary Guarantor of the Capital Stock of any future Future Restricted Subsidiary in accordance with Section 10.02(a) or Section 10.02(b), the Company will give notice, file, register or record any supplemental indentures, financing statements, continuation statements, pledge agreements or other instruments or cause each such Future future Subsidiary Guarantor Pledgor to give notice, file, register or record any supplemental indentures, financing statements, continuation statements, pledge agreements or other instruments and take any other actions as may be required by applicable law, necessary in order to perfect and protect the Lien thereby created.