Common use of Additional Collateral Clause in Contracts

Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.

Additional Collateral. Each As provided in Section 8.3(f) of CSSW Parent the Master Settlement Agreement, any El Paso Pledgor or proposed El Paso Pledgor may at any time provide the Collateral Agent with additional Collateral. Such additional Collateral shall be provided by means of a certificate ("Additional Collateral Certificate") in form and substance substantially similar to the Borrower shall, and instrument attached hereto as Exhibit B-2. The Additional Collateral Certificate shall cause each of its Subsidiaries to, be accompanied by (a) promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit executed counterparts of the Lendersinstruments executed by the El Paso Pledgor to effect the pledging of such Collateral, a perfected first priority security interest in including (as appropriate) those agreements, instruments, certificates and opinions required pursuant to Section 3.7 hereof (except that if the Equity Interests of El Paso Pledgor pledging the Steel Winds Companies and the Stetson Intermediate Holding Company, (ii) if certificated, deliver additional Collateral has delivered to the Collateral Agent copies of the certificates representing documents listed in Sections 3.7(b)(i) through 3.7(b)(iii) in the four (4) month period immediately prior to the pledging of such Equity Interestsadditional Collateral, together with undated stock powersthen the deliveries required pursuant to Sections 3.7(b)(i) through 3.7(b)(iii) shall not be required and the certificate required by Section 3.7(b)(iv) shall certify that that there has not been a material adverse change in the assets, in blankliabilities or financial condition of such El Paso Pledgor since the date on which the items required by Section 3.7(b)(i) were last delivered), executed and delivered by (b) a duly Authorized Officer executed Compliance Certificate dated as of the Borrower and date of the Steel Winds Holding Company (iii) cause Additional Collateral Certificate which, if the Steel Winds Companies (A) to become a party additional Collateral includes Other Collateral, gives effect to the Guarantee and Security Agreementcoverage ratio required for such additional Other Collateral by the Designated Representative, (Bc) in the case of Oil and Gas Collateral, a supplemental report from an Independent Consultant confirming the Reported Value of the Oil and Gas Collateral that is to take such actions necessary or advisable be added, (d) in the case of Other Collateral, an appraisal by an appraiser selected pursuant to grant Paragraph 8.3(f)(ii)(D) of the Master Settlement Agreement confirming the fair market value of the Other Collateral that is to be added, and (e) in the case of the addition of Other Collateral, written confirmation addressed to the Designated Representative from any rating agency rating any securities issued in connection with a Monetization that any rating on such securities will not be withdrawn or downgraded as a result of such substitution, addition or release. The additional Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect shall be deemed to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested held by the Collateral Agent and (C) to deliver to contemporaneously with the Collateral Agent a certificate of an Authorized Officer of each Steel Winds Company, substantially in delivery by the form El Paso Pledgor of the certificate instruments provided pursuant to Section 3.2(a)(iii), with appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be for in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be4.3.

Additional Collateral. Each With respect to any Property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of CSSW Parent the Collateral Documents but is not so subject, promptly (and, in any event, within thirty (30) days after such creation or acquisition; provided that the 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 Borrower shall, and shall cause each consent of its Subsidiaries to, (athe Required Lenders) promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the Guarantee and relevant Collateral Agreement Documents or such other documents as the Administrative Agent or the Collateral Agent deems shall deem reasonably necessary or advisable to grant to the Collateral Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a perfected first priority security interest Lien on such Property under applicable Legal Requirements (including applicable foreign Legal Requirements unless the Required Lenders shall determine in their sole discretion that the Equity Interests cost of complying with such applicable foreign law is excessive in relation to the value of the Steel Winds Companies security to be afforded thereby) subject to no Liens other than Permitted Liens and the Stetson Intermediate Holding Companyno senior Liens other than Permitted Prior Liens, (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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) if extent requested by the Administrative Agent, deliver customary and reasonable opinions of counsel to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be Borrowers in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, and (iii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Documents in accordance with all applicable Legal Requirements, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Subject to the limitations 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 such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents against such after‑acquired Properties, all in form, content and scope reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.

Additional Collateral. Each With respect to (i) any property acquired after the Closing Date that is intended to be Collateral subject to the Lien created by any of CSSW Parent the Collateral Documents but is not so subject (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 Borrower shallacquisition thereof or the date on which such Subsidiary Guarantor ceases to be an Excluded Pledge Subsidiary, and shall cause each of its Subsidiaries to, (aas applicable) promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the Guarantee and relevant Collateral Agreement Documents or such other documents as the Administrative Agent or the Collateral Agent deems shall reasonably deem necessary or advisable to grant to the Collateral Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a perfected first priority security interest in the Lien on such property or Equity Interests of the Steel Winds Companies subject to no Liens other than Liens permitted under Section 7.01(a), and the Stetson Intermediate Holding Company, (ii) if certificatedtake all actions necessary to cause such Lien to be duly perfected in accordance with all applicable Laws, deliver to including, without limitation, the Collateral Agent delivery of the certificates representing such any Equity Interests, Interests to be included in the Collateral (together with undated stock powers, in blank, powers or other appropriate instruments of transfer executed and delivered in blank by a duly Authorized Officer authorized officer of the Borrower holder(s) of such Equity Interests) 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) if reasonably requested by the Administrative Agent, . The Parent and the Borrowers shall otherwise take such actions and execute and/or deliver to the Administrative 137 Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and (v) deliver to priority of the Lien of the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if Documents on any LC Indebtedness such properties or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beEquity Interests.

Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) promptly With respect to any Person that, subsequent to the Effective Date, becomes a Domestic Subsidiary (other than a Credit Card Subsidiary) promptly: (i) execute and deliver to the Administrative Agent and the Collateral Agent a new pledge agreement or such amendments to the Guarantee and Collateral Master Security Agreement as the Administrative Agent or the Collateral Agent deems shall deem necessary or advisable to grant to the Collateral Agent, for Administrative Agent a Lien on the benefit Capital Stock of such Domestic Subsidiary which is owned by the Lenders, a perfected first priority security interest in the Equity Interests Borrower or any of the Steel Winds Companies and the Stetson Intermediate Holding Companyits Subsidiaries, (ii) if certificated, deliver to the Collateral Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, powers executed and delivered in blank by a duly Authorized Officer authorized officer of the Borrower and the Steel Winds Holding Company pledgor thereof, (iii) cause the Steel Winds Companies such new Domestic Subsidiary (A) to become a party to the Guarantee and Master Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (B) to take such all actions reasonably deemed necessary or advisable by the Administrative Agent to grant cause the Lien created by the Master Security Agreement to be duly perfected (to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest extent contemplated therein and in the Collateral described other Loan Documents) in the Guarantee and Security Agreement accordance with respect to the Steel Winds Companiesall applicable Requirements of Law, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Administrative Agent and (Cit being agreed that for any such Domestic Subsidiary that is not a debtor-in-possession, no action shall be required pursuant to this clause (iii) to deliver perfect a Lien in assets that would not constitute UCC Filing Collateral or in assets constituting UCC Filing Collateral if such perfection relates to the assets constituting UCC Filing Collateral Agent a certificate with an aggregate book value 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 appropriate insertions less than $1,000,000) and attachments, (iv) with respect to assets of any such Domestic Subsidiary with a book value in excess of $l,000,000 that are perfected under the laws of any jurisdiction, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.

Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Pledge Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests Capital Stock of such new Subsidiary which is owned by the Steel Winds Companies and the Stetson Intermediate Holding CompanyBorrower or any of its Subsidiaries, (ii) if certificated, deliver to the Collateral Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer authorized officer of the Borrower and or such Subsidiary, as the Steel Winds Holding Company case may be, (iii) cause the Steel Winds Companies such new Subsidiary (A) to become a party to the Guarantee and Security Agreement, Pledge Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Pledge Agreement with respect to the Steel Winds Companiessuch new Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Pledge Agreement or by law or as may be requested by the Collateral Agent Administrative Agent, and (C) to deliver to the Collateral Agent 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 appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be substantially in form the forms attached hereto as Exhibits A-1 and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beA-2.

Additional Collateral. Each With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies or subject to the proviso of CSSW Parent and the definition of “De Minimis Subsidiary”, at the option of the Borrower, any De Minimis Subsidiary) created or acquired by the Borrower shall, and shall cause each or any of its Subsidiaries to(which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be required to become Subsidiary Guarantors until such time), promptly (a) promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a perfected first priority security interest 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 Steel Winds Companies and type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Stetson Intermediate 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 Subsidiary to be included in filings by the Borrower with the SEC, and (ii) if certificatedany Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Collateral Administrative Agent the certificates certificates, if any, representing such Equity InterestsInterests (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 with, as applicable, undated stock powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly Authorized Officer authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and the Steel Winds Holding Company (iiic) cause the Steel Winds Companies such new Subsidiary (Ai) to become a party deliver an Assumption Agreement with respect to the Guarantee and Security Agreement, Collateral Agreement and (Bii) to take such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Lenders a perfected first priority security interest interest, subject to Liens not prohibited by Section 7.3, in the Collateral described in the Guarantee and Security Collateral Agreement with respect to the Steel Winds Companiessuch new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.

Additional Collateral. Each With respect to any Property acquired after the Restatement Effective Date by any Loan Party that is intended to be subject to the Lien created by any of CSSW Parent the Collateral Documents but is not so subject, promptly (and, in any event, within thirty (30) days after such creation or acquisition; provided that the 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 Borrower shall, and shall cause each of its Subsidiaries to, (aRequired Lenders) promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the Guarantee and relevant Collateral Agreement Documents or such other documents as the Administrative Agent or the Collateral Agent deems shall deem reasonably necessary or advisable to grant to the Collateral Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a perfected first priority security interest Lien on such Property under applicable Legal Requirements (including applicable foreign Legal Requirements unless the Required Lenders shall determine in their sole discretion that the Equity Interests cost of complying with such applicable foreign law is excessive in relation to the value of the Steel Winds Companies security to be afforded thereby) subject to no Liens other than Permitted Liens and the Stetson Intermediate Holding Companyno senior Liens other than Permitted Prior Liens, (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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) if extent requested by the Administrative Agent, deliver customary and reasonable opinions of counsel to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be Borrower in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, and (iii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Documents in accordance with all applicable Legal Requirements, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Subject to the limitations set forth herein and in the other Loan Documents, the Borrower and the other Loan Parties shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents against such after‑acquired Properties, all in form, content and scope reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.

Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) promptly (i) execute Subject to the limitations in the proviso to the second sentence of Article V hereof and deliver the last sentence of this Section 6.09(a), should the Borrower or any of the other Credit Parties acquire or construct any additional Major Asset after the Closing Date in accordance with, and as permitted by, the terms of this Agreement, the Borrower will, or will cause such other Credit Party to, grant to the Administrative Agent as security for the Lender Indebtedness and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit obligations of the Lenders, Credit Parties under the Loan Documents a perfected first first-priority security Lien (subject only to Permitted Encumbrances) on the Borrower’s or such Credit Party’s interest in any such assets not already subject to a Lien under the Equity Interests Security Instruments, which Lien will be created and perfected by and in accordance with the provisions of the Steel Winds Companies and the Stetson Intermediate Holding CompanyMortgages or other Security Instruments, (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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be all in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent and in sufficient executed (vand acknowledged where necessary or appropriate) deliver counterparts for recording purposes. Subject to the Collateral Agent each deposit account control agreement required to be delivered pursuant limitations in the proviso to the Guarantee second sentence of Article V hereof and Collateral the last sentence of this Section 6.09(a), the Borrower shall, or shall cause each applicable Credit Party to, promptly following the acquisition or construction of any additional Major Asset in accordance with, and as permitted by, the terms of this Agreement, notify the Administrative Agent in form writing of such acquisition or construction and, by the applicable date required by the last sentence of this Section 6.09(a), supply the Administrative Agent with property descriptions on all such newly-acquired or constructed assets and substance reasonably acceptable shall, by the applicable date required by the last sentence of this Section 6.09(a), execute and deliver additional or supplemental Mortgages covering same as collateral security for the Lender Indebtedness and the obligations of the Credit Parties under the Loan Documents. Notwithstanding anything to the Collateral Agent; provided that contrary contained herein, after the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies requirement to supply property descriptions for, execute and deliver additional or supplemental Mortgages with respect to, and/or grant and perfect Liens in any assets that necessitate the filing of a Mortgage (or comparable document) to create or perfect a Lien therein, pursuant to this Section 6.09(a) or any other provision of any Loan Document shall be required to become a party to the Guarantee satisfied and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtednessconsummated, as applicable, semi-annually on April 30 and October 31 of each year for all Property acquired on or before the case may bedate that is not less than 45 days before such semi-annual date (and if such Property is acquired less than 45 days before such semi-annual date, such requirement shall be satisfied and consummated on the next following semi-annual date), commencing October 31, 2007.

Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) 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) execute 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 become a “Subsidiary Guarantor” and deliver 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 the Administrative Agent and the Collateral Agent such amendments be pledged pursuant to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent(except that, for the benefit of the Lenders, a perfected 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 if such Subsidiary is a party to the Guarantee and Security AgreementForeign Subsidiary (or a Subsidiary thereof), (B) to take no Capital Stock of such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders Subsidiary shall be pledged unless such Subsidiary is a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required Material Subsidiary that is directly owned by the Guarantee and Security Agreement Parent Borrower or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent 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 appropriate insertions and attachments, (iv) 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 substanceDomestic Subsidiary, and from counsel, reasonably satisfactory to then the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required amount of voting stock of such Subsidiary to be delivered pledged pursuant to the Guarantee and Collateral AgreementAgreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, in form and substance reasonably acceptable (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 Collateral AgentReceivables 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 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) 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 parties hereto acknowledge Parent Borrower and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies its Subsidiaries shall not be required to become a party to comply with the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.225.11(a) if the Administrative Agent, upon in its sole discretion, determines that the termination, expiration and discharge cost of such LC Indebtedness or LC Conversion Indebtedness, as compliance is excessive in relation to the case may bevalue of the collateral security to be afforded thereby.

Additional Collateral. Each of CSSW Parent The Company and the Borrower shall, and each Guarantor shall cause each of its Subsidiaries to, (a) promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral AgentTrustee a first priority security interest in all Shared Collateral (subject to Permitted Liens), whether owned on the date hereof or hereafter acquired, and shall execute and deliver all documents and shall take all actions reasonably necessary to perfect and protect such security interest in favor of the Collateral Trustee (including, without limitation, the delivery of any applicable foreign pledge, control agreement, mortgage, title insurance policy, title survey, evidence of flood insurance or legal opinion), subject to the terms of the Intercreditor Agreement (if then in effect) and the applicable Security Documents. In the event that the Company or any Guarantor acquires any interest in real property having a fair market value (as reasonably determined by the Company) of more than $500,000 in the aggregate and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of Collateral Trustee, for the benefit of the LendersHolders of Notes and the holders of other Shared Lien Obligations (if any), then the Company or such Guarantor, as applicable, shall use commercially reasonable efforts to, within 60 days (or, in the case of real property located outside of the Xxxxxx Xxxxxx, 000 days) after such acquisition, take all such actions and execute and deliver, or cause to be executed and delivered, all such customary mortgages, documents, instruments, agreements, opinions, title insurance policies, title surveys, evidence of flood insurance and certificates or, to the extent that any Priority Lien Obligations are incurred, substantially similar to such mortgages, documents, instruments, agreements, opinions, title insurance policies, title surveys, evidence of floor insurance and certificates as are executed and/or delivered to the Priority Lien Collateral Agent (or such other representative of the holders of Priority Lien Obligations) in connection with the incurrence of such Priority Lien Obligations or otherwise, to create in favor of the Collateral Trustee, for the benefit of the Holders of Notes and the holders of other Shared Lien Obligations (if any), a valid and, subject to any filing and/or recording required in connection therewith, perfected first priority security interest (subject, in the Equity Interests case of priority only, to Permitted Liens) in such interest in real property. In addition to the Steel Winds Companies foregoing, the Company and the Stetson Intermediate Holding Company, (ii) if certificated, each Guarantor shall deliver to the Collateral Agent the certificates representing Trustee such Equity Interests, together with undated stock powers, in blank, executed and delivered appraisals as are required by a duly Authorized Officer law or regulation 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security any interest in the Collateral described in the Guarantee and Security Agreement real property with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by which the Collateral Agent and (C) to deliver Trustee has been granted a Lien. Notwithstanding anything to the Collateral Agent a certificate of an Authorized Officer of each Steel Winds Companycontrary hereunder, substantially in the form of the certificate provided pursuant to Section 3.2(a)(iii), with appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required no action needs to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company taken hereunder with respect to any Collateral (or any asset of a Guarantor that would constitute Collateral if such action were taken) if the Steel Winds Project is in existence as Board of Directors of the Subsequent Closing Date, then Company and the Steel Winds Companies Priority Lien Collateral Agent determine in good faith that the cost to effectuate such perfected Liens shall be required to become a party to exceed the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge value of such LC Indebtedness or LC Conversion Indebtedness, as the case may beCollateral.

Additional Collateral. Each In the event that BSL Holdings-T, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event later than thirty (30) days following the formation of CSSW Parent such Unencumbered Loan SPV (and prior to the Borrower shallinclusion of any Unencumbered Loan owned by such Unencumbered Loan SPV in the Borrowing Base), take all such actions and shall cause each of its Subsidiaries to, (a) promptly (i) execute and deliver deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Administrative Agent and the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent such amendments shall reasonably request to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the create in favor of Collateral Agent, for the benefit of the LendersSecured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest First Priority Lien on 100% of the Equity Interests in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset Amended and Restated Credit and Guaranty Agreement LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of the Steel Winds Companies applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Stetson Intermediate Holding Company, Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) if certificatedthe Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, deliver to in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent the certificates representing such Equity Interestsshall reasonably request to create in favor of Collateral Agent, 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 such actions necessary or advisable to grant to the 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 100% of the Lenders Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a perfected first priority security interest Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in 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 acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in the Guarantee and Security Agreement Sections 3.1(c) with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement property or by law or as may be requested by the asset that Collateral Agent and (C) shall reasonably request to deliver to the create in favor of Collateral Agent 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 appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver for the benefit of Secured Parties, a valid and, subject to the Administrative Agent legal opinions relating any filing and/or recording referred to the matters described aboveherein, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreementperfected First Priority Lien on such property or asset, in form and substance reasonably acceptable each case, subject to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beQualified Permitted Liens.

Additional Collateral. Each The Pledgor may pledge additional --------------------- Collateral (excluding Additional Government Securities) hereunder at any time and may pledge Additional Government Securities hereunder at any time prior to or simultaneously with Pledgor's election to extend the Exchange Date pursuant to Section 1.3(f) of CSSW Parent and the Borrower shallPurchase Agreement. Concurrently with the delivery of any additional Eligible Collateral, and the Pledgor shall cause each of its Subsidiaries to, (a) promptly deliver (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests case of the Steel Winds Companies and the Stetson Intermediate Holding CompanyEligible Collateral consisting of Additional Government Securities, (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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent a certificate of an Authorized Officer of each Steel Winds Company, the Pledgor substantially in the form of Exhibit B hereto, or in the case of all other Eligible Collateral, a certificate provided pursuant to Section 3.2(a)(iii)of the Pledgor substantially in the form of Exhibit C hereto and dated the date of such delivery, with appropriate insertions and attachments, in each case (ivA) if requested by identifying 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 items of Eligible Collateral being pledged and (vB) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided certifying that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to such items of additional Eligible Collateral the Steel Winds Project is representations and warranties contained in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness Exhibit B or LC Conversion IndebtednessExhibit C, as the case may be, hereto are true and correct on and as of the date thereof and (ii) an opinion, dated the date of such delivery, of counsel addressed to the Collateral Agent, substantially similar to those delivered by Xxxxxxxxxxx & Xxxxxxxx at the Firm Purchase Date with respect to similar matters, confirming the representations contained in the second sentence of paragraph 2(b) of Exhibit B or Exhibit C, as the case may be, hereto. The Pledgor hereby covenants and agrees to take all actions required under Section 6(d) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority perfected security interest in, and a first lien upon, such additional Eligible Collateral.

Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) promptly Subject to any applicable Requirement of Law, each Credit Party will promptly, and in any event within 60 days after the acquisition or formation thereof, cause each Subsidiary (other than any Subsidiary that Administrative Agent elects to forgo such Subsidiary becoming a Credit Party hereunder) formed or acquired after the date of this Agreement to become a Credit Party by executing a Counterpart Agreement; provided, however, that no Foreign Subsidiary (or any Subsidiary thereof) shall be required to become a Credit Party hereunder to the extent (x) Administrative Agent elects to forgo such Foreign Subsidiary becoming a Credit Party hereunder, or (y) if such Foreign Subsidiary is not organized under the applicable law of Canada or any province or territory of Canada, doing so could reasonably be expected to result in material adverse tax consequences to the Credit Parties. In connection therewith, the Administrative Agent and each Lender shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act and the Canadian Anti-Money Laundering & Anti-Terrorism Legislation. Upon execution and delivery thereof, each such Person (i) execute shall automatically become a Guarantor Subsidiary hereunder and deliver thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Credit Documents, (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Credit Party which constitutes Collateral Agent and (iii) will take all such amendments actions and execute and deliver, or cause to the Guarantee be executed and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable delivered, all Real Estate Asset Deliverables with respect to grant any Material Real Estate Asset of such Credit Party to the create in favor of Collateral Agent, for the benefit of the LendersSecured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest lien (in accordance with the priorities set forth in the Equity Interests of the Steel Winds Companies Intercreditor Agreement) in such Material Real Estate Asset, and the Stetson Intermediate Holding Company, (ii) if certificated, deliver reports and other information reasonably satisfactory to the Collateral Administrative Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement regarding environmental matters with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beMaterial Real Estate Asset.

Additional Collateral. Each The Security Documents shall be in full force and effect on the First Amendment Effective Date, and, in the case of CSSW Parent assets of Existing Guarantors, the Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. All documents and instruments required to create and perfect the Borrower shall, Collateral Agent’s security interests in the Collateral held by the Company and shall cause each of its Subsidiaries tothe Company’s domestic subsidiaries that is required to become a Loan Party under Section 6.8 of the Amended Credit Agreement (each such subsidiary, a “Company Subsidiary Guarantor”) shall have been executed and delivered substantially simultaneously with the initial borrowing of the Tranche B Term Loans but after giving effect to the Acquisition and, if applicable, be in proper form for filing (a) promptly (i) execute and deliver or arrangements reasonably satisfactory to the Administrative Agent and the Collateral Agent shall have been made for the execution, delivery and filing of such amendments documents and instruments substantially concurrently with the consummation of the Acquisition). Notwithstanding anything herein to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant contrary, to the Collateral Agent, for the benefit of the Lenders, a perfected first priority extent that any security interest in any Collateral held by the Equity Interests Company and each Company Subsidiary Guarantor that is not or cannot be provided and/or perfected on the First Amendment Effective Date (other than the pledge and perfection of the Steel Winds Companies and security interests in the Stetson Intermediate Holding Companycertificated equity interests of the Company and, (ii) if certificated, deliver to the Collateral Agent the certificates representing such Equity Interestsextent held by any Company Subsidiary Guarantor, together with undated stock powers, each Company Subsidiary Guarantor (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 each case to the Guarantee extent received from Xxxx Group Inc. after commercially reasonable efforts to obtain them on the Amendment Effective Date) and Security Agreementother assets pursuant to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code or a customary “short form” intellectual property filing with the United States Patent and Trademark Office or the United States Copyright Office (with respect to such intellectual property filings, (B) to take such actions necessary or advisable to grant solely to the Collateral Agent for extent such filings can be provided and/or perfected after the benefit Borrower’s use of commercially reasonable efforts to do so) after the Lenders Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a perfected first priority security interest in the such Collateral described in the Guarantee and Security Agreement with respect shall not constitute a condition to the Steel Winds CompaniesFirst Amendment Effective Date, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions but instead shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to after the Guarantee and Collateral Agreement, First Amendment Effective Date in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness accordance with Section 6.12 of the Steel Winds Project Company with respect to Amended Credit Agreement. This paragraph, and the Steel Winds Project is in existence as of the Subsequent Closing Dateprovisions herein, then the Steel Winds Companies shall be required referred to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.“Conditionality Limitation”; and

Additional Collateral. Each of CSSW Parent and the The Borrower shallwill, and shall will cause each of its Subsidiaries the other Obligors to, (a) promptly (i) execute and deliver grant from time to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected 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 such actions necessary or advisable to grant time to the Collateral Agent for the benefit of the Lenders a perfected first priority Secured Parties security interest interests in all of the Collateral described in assets and properties of the Guarantee Borrower and Security Agreement with respect other Obligors, now existing or hereafter acquired, pursuant to the Steel Winds Companies, including relevant Security Documents. All such security interests and Liens shall be granted pursuant to documentation reasonably satisfactory in form and substance to the filing Administrative Agent and shall constitute valid and enforceable perfected security interests and Liens in favor of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Agent superior to and (C) prior to the rights of all third Persons and subject to no other Liens except for Liens permitted under Section 7.02. The Liens on such assets and properties and/or the security agreements or other instruments related thereto shall have been 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 as required pursuant to the relevant Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. The Borrower will, and will cause each of the other Obligors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent a certificate from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of an Authorized Officer of each Steel Winds Companyattorney, substantially in certificates, real property surveys, reports, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the form Collateral covered by any of the certificate provided pursuant Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower will, and will cause the other Obligors to, deliver to Section 3.2(a)(iii)the Collateral Agent such opinions of counsel, with appropriate insertions title insurance and attachments, (iv) if other related documents as may be reasonably requested by the Administrative AgentAgent to assure itself that this Section has been complied with. Notwithstanding the foregoing, deliver in the event the Borrower or any Subsidiary that which is organized under the laws of a State, the United States of America or the District of Columbia shall form or acquire directly a Foreign Subsidiary, the Borrower will, and will cause such Subsidiary to pledge the Capital Stock of such Foreign Subsidiary in favor of the Collateral Agent pursuant to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be relevant Security Document in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent Agent, provided that such pledge of Capital Stock of a Foreign Subsidiary shall be limited to (i) 65% of the voting Capital Stock of such Foreign Subsidiary having ordinary voting power for the election of the board of directors of such Subsidiary and (vii) deliver to 100% of all other Capital Stock of such Foreign Subsidiary; and provided further that, notwithstanding the Collateral Agent each deposit account control agreement foregoing, no portion of the Capital Stock of Chart Europe GmbH ("Chart Europe") held by the Borrower and its Subsidiaries as of the Effective Date shall be required to be delivered pledged pursuant to the Guarantee and Collateral this Agreement, provided that the Borrower will cause Chart Europe to be liquidated on or prior to June 30, 2004 and, prior to such liquidation, the Borrower will not, and will not permit any of its Subsidiaries to, engage in any transaction with Chart Europe other than those directly related to the consummation of such liquidation (and, in any event, will not make any Investment in, or transfer any property to, Chart Europe after the Effective Date). Term Loan Agreement Notwithstanding the foregoing, as of the Effective Date the Borrower will, and will cause the other Obligors to, execute and deliver the Mortgages with respect to such real property interests of the Borrower and the other Obligors as are designated to be so mortgaged in Schedule 4.16. From time to time thereafter the Borrower will, and will cause each other Obligor to, notify the Administrative Agent within 30 days of the acquisition of any additional real property interests (whether a fee or leasehold) and, thereafter upon the request of the Required Lenders, grant a mortgage lien on such real property pursuant to a Mortgage in form and substance reasonably acceptable satisfactory to the Collateral Administrative Agent; provided that that, in no event will the Borrower or any of its Subsidiaries be required to take any action, other than using commercially reasonable efforts, to obtain consents from third parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to its compliance with this paragraph. If the Steel Winds Project is Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in existence as respect of any real property of the Subsequent Closing DateBorrower and its Subsidiaries constituting Collateral, then the Steel Winds Companies shall be required to become a party Borrower will, at its own expense, provide to the Guarantee and Security Agreement and Administrative Agent appraisals which satisfy the other applicable requirements of this Section 9.22the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, upon the termination, expiration Recovery and discharge Enforcement Act of such LC Indebtedness or LC Conversion Indebtedness1989, as amended, and which shall otherwise be in form and substance reasonably satisfactory to the case may beAdministrative Agent.

Additional Collateral. Each With respect to (i) any property acquired after the Closing Date that is intended to be Collateral subject to the Lien created by any of CSSW Parent the Collateral Documents but is not so subject (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 Borrower shallacquisition thereof or the date on which such Subsidiary Guarantor ceases to be an Excluded Pledge Subsidiary, and shall cause each of its Subsidiaries to, (aas applicable) promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the Guarantee and relevant Collateral Agreement Documents or such other documents as the Administrative Agent or the Collateral Agent deems shall reasonably deem necessary or advisable to grant to the Collateral Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a perfected first priority security interest in the Lien on such property or Equity Interests of the Steel Winds Companies subject to no Liens other than Liens permitted under Section 7.01(a), and the Stetson Intermediate Holding Company, (ii) if certificatedtake all actions necessary to cause such Lien to be duly perfected in accordance with all applicable Laws, deliver to including, without limitation, the Collateral Agent delivery of the certificates representing such any Equity Interests, Interests to be included in the Collateral (together with undated stock powers, in blank, powers or other appropriate instruments of transfer executed and delivered in blank by a duly Authorized Officer authorized officer of the Borrower holder(s) of such Equity Interests) 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) if reasonably requested by the Administrative Agent, . The Parent and the Borrowers shall otherwise take such actions and execute and/or 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 such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and (v) deliver to priority of the Lien of the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if Documents on any LC Indebtedness such properties or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beEquity Interests.

Additional Collateral. Each In the event that the Debt Rating falls to or below BB- by Standard and Poor's or Ba3 by Xxxxx'x (the date of CSSW Parent and such event shall be referred to as the Borrower shall"Additional Collateral Trigger Date"), and the Loan Parties shall cause each of its Subsidiaries to, (a) promptly (i) use diligent efforts to execute and deliver on the Additional Collateral Delivery Date (or such later date agreed to in writing by the Administrative Agent), to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected Additional Collateral Documents in form and substance satisfactory to the Administrative Agent, including without limitation Security Agreements, Patent, Trademark and Copyright Security Agreements and Mortgages necessary to grant first priority perfected liens and security interest interests (subject only to Permitted Liens in favor of the Lenders in the Equity Interests following assets of the Steel Winds Companies Loan Parties (subject to the discretion of the Administrative Agent to exclude any of the following assets from the Additional Collateral in the event that the taking of Liens upon such assets is impractical, prohibited by law or commercially unreasonable in the Administrative Agent's judgment): accounts, inventory, furniture, fixtures, improvements, as-extracted collateral, general intangibles, coal supply agreements, other material contracts, coal reserves, mineral rights, the NRP Interests, any material Property of any Loan Party and any other assets of any Loan Party as the Stetson Intermediate Holding CompanyAdministrative Agent in its sole discretion may request. At the time of execution and delivery of the Additional Collateral Documents described in the first sentence of this Section 7.1.14, (ii) if certificated, the Loan Parties shall also 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 such actions necessary or advisable to grant to the Collateral Administrative Agent for the benefit of the Lenders a perfected first priority security interest Lenders, all in form and substance satisfactory to the Administrative Agent: (i) opinions of legal counsel to the Loan Parties, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably required by the Administrative Agent and with such opinions to be satisfactory in form, scope and substance to the Administrative Agent in its reasonable discretion, (ii) Additional Indemnity Agreements, (iii) Landlord Waivers, (iv) an amendment to the Collateral Sharing Agreement, together with the requisite consent of each of the Secured Parties (as defined in the Collateral described in the Guarantee and Security Agreement Sharing Agreement), as necessary or required with respect to the Steel Winds CompaniesAdditional Collateral required by this Section 7.1.14, including the filing and (v) title commitments or title reports with respect to any Property which is subject to any Mortgage evidencing that such Property is free and clear of Uniform Commercial Code financing statements in any and all defects and encumbrances whatsoever and is subject only to such jurisdictions exceptions 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 Collateral Agent a certificate of an Authorized Officer of each Steel Winds Company, substantially approved in the form of the certificate provided pursuant to Section 3.2(a)(iii), with appropriate insertions and attachments, (iv) if requested writing by the Administrative Agent, deliver . At any time subsequent to the Administrative Agent legal opinions relating Additional Collateral Trigger Date that Borrower acquires Property, Borrower shall comply with all the requirements of Section 5.1.23.2 and this Section 7.1.14 as if such Property had been acquired prior to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Additional Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Trigger Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.

Additional Collateral. Each of CSSW Parent If the Pledgor shall, at any time and from --------------------- time to time after the date hereof, acquire any additional membership interests in the Borrower shall, and shall cause each or Indebtedness of its Subsidiaries to, (a) promptly the types described in clauses (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests of the Steel Winds Companies and the Stetson Intermediate Holding Company, (ii) if certificatedof SECTION 1, 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions same shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required automatically deemed to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness Pledged Interests or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Pledged Indebtedness, as the case may be, and to be pledged to the Administrative Agent pursuant to SECTION 1, and the 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 the 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 satisfactory to the Administrative Agent, together with such other certificates and instruments as the Administrative Agent may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Administrative Agent a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a "Pledge Amendment") in respect thereof. The Pledgor --------- hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof; provided that the failure of the Pledgor to -------- execute and deliver any Pledge Amendment with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Administrative Agent in such Collateral or otherwise adversely affect the rights and remedies of the Administrative Agent hereunder with respect thereto. If any Pledged Interests (whether now owned or hereafter acquired) are "uncertificated securities" within the meaning of the applicable Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Administrative Agent thereof and will promptly take and cause to be taken all actions required under applicable law, including, as applicable, under Article 8 or 9 of the applicable Uniform Commercial Code, to perfect the security interest of the Administrative Agent therein.

Additional Collateral. Each In connection with each redetermination of CSSW Parent the Borrowing Base, Borrower shall review the applicable Engineering Report and the list of Oil and Gas Properties encumbered by the Security Documents in place at such time to ascertain whether ninety five percent (9590%) of the Proved Reserves owned by each Restricted Person described in such Engineering Report are then encumbered by such Security Documents, after giving effect to exploration and production activities, acquisitions, dispositions and production. If such Oil and Gas Properties do not represent at least ninety five percent (9590%) of the Proved Reserves owned by any such Restricted Person, then within forty-five (45) days after such Determination Date, the Borrower shall, and shall cause each of its Subsidiaries the Restricted Persons to, deliver deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents satisfactory to Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests (asubject only to Permitted Liens) promptly in and to additional Oil and Gas Properties not already encumbered by a Security Document such that after giving effect thereto, the Proved Reserves so encumbered will equal at least ninety five percent (i95%) execute and deliver after the Ninth Amendment Effective Date90%) of such total value. Prior to the granting of such LiensIn addition, in connection with each redetermination of the Borrowing Base, Borrower will furnish to Administrative Agent deliver title opinions or other title evidence, in form, substance and authorship satisfactory to Administrative Agent, concerning such properties covering enough of the Collateral Agent such amendments to the Guarantee Oil and Collateral Agreement as the Gas Properties, so that Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected 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 Interestsshall have received, together with undated stock powerstitle opinions or other title evidence previously delivered to Administrative Agent, in blank, executed and delivered by a duly Authorized Officer reasonably satisfactory title opinions or other title evidence on at least 90% 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit value of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds CompaniesProved Reserves owned by any Restricted Person, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and will furnish all other documents and information relating to such properties as Administrative Agent may reasonably request. Borrower acknowledges that Administrative Agent has requested that it provide within thirty (v30) deliver days of the Tenth Amendment Effective Date title evidence on at least ninety percent (90%) of the Proved Reserves acquired in the PES Acquisition and that it will timely so provide such evidence. Mid-Con Energy Properties, LLC Compiled Credit Agreement 62 Perfection and Protection of Security Interests and Liens . Borrower will from time to the Collateral time deliver, and will cause each other Restricted Person from time to time to deliver, to Administrative Agent each deposit account control agreement required to be delivered pursuant to the Guarantee any financing statements, continuation statements, extension agreements and Collateral Agreementother documents, properly completed and executed (and acknowledged when required) by Restricted Persons in form and substance reasonably acceptable satisfactory to Administrative Agent, which Administrative Agent requests for the purpose of perfecting, confirming, or protecting any Liens or other rights in Collateral Agent; provided that the parties hereto acknowledge and agree that if securing any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beObligations.

Additional Collateral. Each of CSSW Parent If the Pledgor shall, at any time and from --------------------- time to time after the date hereof, acquire any additional membership interests in the Borrower shall, and shall cause each or Indebtedness of its Subsidiaries to, (a) promptly the types described in clauses (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests of the Steel Winds Companies and the Stetson Intermediate Holding Company, (ii) if certificatedof SECTION 1, 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions same shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required automatically deemed to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness Pledged Interests or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Pledged Indebtedness, as the case may be, and to be pledged to the Administrative Agent pursuant to SECTION 1, and the 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 the 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 satisfactory to the Administrative Agent, together with such other certificates and instruments as the Administrative Agent may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Administrative Agent a fully completed and duly executed amendment to this Agreement in the form of Exhibit A (each, a "Pledge --------- Amendment") in respect thereof. The Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof; provided that the failure of the Pledgor to execute and deliver any -------- Pledge Amendment with respect to any such additional Collateral as required hereinabove shall not impair the security interest of the Administrative Agent in such Collateral or otherwise adversely affect the rights and remedies of the Administrative Agent hereunder with respect thereto. If any Pledged Interests (whether now owned or hereafter acquired) are "uncertificated securities" within the meaning of the applicable Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Administrative Agent thereof and will promptly take and cause to be taken all actions required under applicable law, including, as applicable, under Article 8 or 9 of the applicable Uniform Commercial Code, to perfect the security interest of the Administrative Agent therein.

Additional Collateral. Each of CSSW Parent The Company and the Borrower shall, and each Guarantor shall cause each of its Subsidiaries to, (a) promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral AgentTrustee a first priority security interest in all Collateral (subject to Permitted Liens), whether owned on the date hereof or hereafter acquired, and shall execute and deliver all documents and shall take all actions reasonably necessary to perfect and protect such security interest in favor of the Collateral Trustee (including, without limitation, the delivery of any applicable foreign pledge, control agreement, mortgage, title insurance policy, title survey, evidence of flood insurance or legal opinion), subject to the terms of the Intercreditor Agreement (if then in effect). In the event that the Company or any Guarantor acquires any interest in real property and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of Collateral Trustee, for the benefit of the LendersHolders of Notes and the holders of other Shared Lien Obligations (if any), then the Company or such Guarantor, as applicable, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such customary mortgages, documents, instruments, agreements, opinions, title insurance policies, title surveys, evidence of flood insurance and certificates or, to the extent that any Priority Lien Obligations are incurred, substantially similar to such mortgages, documents, instruments, agreements, opinions, title insurance policies, title surveys, evidence of floor insurance and certificates as are executed and/or delivered to the Priority Lien Collateral Agent (or such other representative of the holders of Priority Lien Obligations) in connection with the incurrence of such Priority Lien Obligations or otherwise, to create in favor of the Collateral Trustee, for the benefit of the Holders of Notes and the holders of other Shared Lien Obligations (if any), a valid and, subject to any filing and/or recording required in connection therewith, perfected first priority security interest (subject, in the Equity Interests case of priority only, to Permitted Liens) in such interest in real property. In addition to the Steel Winds Companies foregoing, the Company and the Stetson Intermediate Holding Company, (ii) if certificated, each Guarantor shall deliver to the Collateral Agent the certificates representing Trustee such Equity Interests, together with undated stock powers, in blank, executed and delivered appraisals as are required by a duly Authorized Officer law or regulation 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security any interest in the Collateral described in the Guarantee and Security Agreement real property with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by which the Collateral Agent and (C) to deliver to the Collateral Agent Trustee has been granted 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beLien.

Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) 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) execute and deliver to the Administrative Agent and the Collateral Agent cause such amendments to the Guarantee and Collateral Agreement as the Administrative Agent Subsidiary (unless it is a Foreign Subsidiary or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected 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 (AReceivables Entity) to become a party to the Guarantee and Security Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to “Subsidiary Guarantor” under the Guarantee and Collateral Agreement, (ii) in form and substance reasonably acceptable 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 such Wholly Owned Subsidiary to be pledged pursuant to the relevant Collateral AgentAgreement (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 parties hereto acknowledge Parent Borrower and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies its Subsidiaries shall not be required to become a party to comply with the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.225.11(a) if the Administrative Agent, upon in its sole discretion, determines that the termination, expiration and discharge cost of such LC Indebtedness or LC Conversion Indebtedness, as compliance is excessive in relation to the case may bevalue of the collateral security to be afforded thereby.

Additional Collateral. Each On or before March 2, 2001, the --------------------- Borrower shall grant or cause to be granted to the Administrative Agent, for the pro rata benefit of CSSW Parent and the Borrower shallBanks, and shall cause each of its Subsidiaries to, a first priority Lien on (a) promptly all real and personal property owned by the Borrower or any Guarantor in which a Lien has not been granted previously to the Administrative Agent, including without limitation all real property located in Carrollton, Texas and (ib) all stock of each of the Foreign Subsidiaries, provided that in the event Borrower demonstrates to the satisfaction of Agent that the pledge of the stock of any Foreign Subsidiary will result in significant adverse tax consequences to Borrower, the pledge of the voting stock of such Foreign Subsidiary shall be limited to 65% of such voting stock. In connection with the foregoing, on or before March 2, 2001, the Borrower shall execute and deliver or cause to be executed and delivered to the Administrative Agent appropriate security documents and the Collateral Agent such amendments other documents and instruments, all in form and substance satisfactory to the Guarantee and Collateral Agreement Administrative Agent, as the Administrative Agent or the Collateral Agent in its sole discretion deems necessary or advisable desirable to grant create, evidence, preserve, and perfect its Liens in such property, and shall deliver or cause to be delivered to the Collateral Agent, for Administrative Agent such information regarding such property as the benefit of the Lenders, a perfected first priority security interest Administrative Agent 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 such actions its sole discretion deems necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companiesdesirable, including the filing without limitation pledge agreements, deeds of trust, mortgages, assignments, Uniform Commercial Code financing statements in statements, original stock certificates, stock transfer powers, legal opinions, corporate and partnership documents and certificates, title commitments, title policies, appraisals, environmental assessments, surveys, flood plain certification, and such jurisdictions other documents and information 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 Collateral Agent 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 appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be may require in form connection with such property and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beLiens.

Additional Collateral. Each of CSSW Parent and The Company shall use its best efforts to deliver or cause to be delivered to the Borrower shallCollateral Agent the following items on or before February 1, 2002, and in any event shall deliver or cause each to be delivered to the Collateral Agent the following items on or before the later of its Subsidiaries to, (a) promptly February 23, 2002 or (b) the date that the Company and the holders of at least 66-2/3% in aggregate principal amount of outstanding Notes have entered into an amendment to this Note Agreement amending the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio to levels which are mutually satisfactory and which amendment may contain such other terms and conditions as may be required by the Purchasers: (i) execute a Subsidiary Guarantee and deliver Subsidiary Subordination Agreement executed by Kenwood Silver Company, Inc., (ii) instruments in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent such amendments pursuant to which Kenwood Silver Company, Inc. shall become a party to the Guarantee and Collateral Agreement as the Administrative Agent or Security Documents granting to the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in or pledge of all of its tangible and intangible assets (other than Deposit Accounts), (iii) Mortgages executed by the Equity Interests Company and any Subsidiary owning Mortgaged Property granting the Collateral Agent a mortgage Lien on all Mortgaged Property, (iv) fully paid mortgagee title insurance policies (or binding commitments to issue title insurance policies, marked to the satisfaction of the Steel Winds Companies Collateral Agent to evidence the form of such policies to be delivered with respect to the Mortgages) in standard ALTA form, issued by a title insurance company satisfactory to the Collateral Agent in an amount not less than the amount of the Mortgages (except as the Collateral Agent may otherwise agree), insuring the Mortgages to create valid Liens on the Mortgaged Property with no exceptions which the Collateral Agent shall not have approved in writing, (v) instrument surveys dated within sixty (60) days of delivery of all Mortgaged Property prepared by land surveyors acceptable to the Collateral Agent showing the courses and distances of all boundaries of the Mortgaged Property and the Stetson Intermediate Holding Companylocation of all improvements, fences, driveways, encroachments and easements affecting or appurtenant to the Mortgaged Property, with the surveys certified to the Collateral Agent and the title insurance company, (iivi) if certificated, deliver a report from an independent real estate appraisal firm acceptable to the Collateral Agent certifying 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 orderly liquidation value of the Borrower Company's main plant and knife plant in Sherrill, New York and the Steel Winds Holding Company (iii) cause the Steel Winds Companies (A) to become a party to the Guarantee and Security Agreementmain plant of Buffalo China, Inc. in Buffalo, New York, (Bvii) to take such actions necessary or advisable to grant insurance certificates in form satisfactory to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 naming the Collateral Agent 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 appropriate insertions and attachments, loss payee or mortgagee (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.) with respect to the assets of Kenwood Silver Company, Inc. and the Mortgaged Property, and (viii) such other instruments and documents as the Collateral Agent may reasonably request incidental to any of the foregoing. Provided the Company and the holders of at least 66-2/3% in aggregate principal amount of outstanding Notes have entered into a mutually acceptable amendment amending the Consolidated

Additional Collateral. Each of CSSW Parent If either Pledgor shall, at any time and from --------------------- time to time after the date hereof, acquire any additional membership interests in the Borrower shall, and shall cause each or Indebtedness of its Subsidiaries to, (a) promptly the types described in clauses (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests of the Steel Winds Companies and the Stetson Intermediate Holding Company, (ii) if certificatedof SECTION 1 (including the acquisition by Parent, deliver to the Collateral Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by as a duly Authorized Officer result of the Borrower and dissolution of Holdings or the Steel Winds Holding Company (iii) cause the Steel Winds Companies (A) to become a party to the Guarantee and Security Agreementmerger of Holdings into Parent, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest outstanding membership interests in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required Borrower owned by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence Holdings as of the Subsequent Closing Datedate hereof), then the Steel Winds Companies same shall be required automatically deemed to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness be Pledged Interests or LC Conversion 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 satisfactory to the Administrative Agent, together with such other certificates and instruments as the Administrative Agent may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Administrative Agent a fully completed and duly executed amendment to this Agreement in the 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 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 such additional Collateral as required hereinabove shall not impair the security interest of the Administrative Agent in such Collateral or otherwise adversely affect the rights and remedies of the Administrative Agent hereunder with respect thereto. If any Pledged Interests (whether now owned or hereafter acquired) are "uncertificated securities" within the meaning of the applicable Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Administrative Agent thereof and will promptly take and cause to be taken all actions required under applicable law, including, as applicable, under Article 8 or 9 of the applicable Uniform Commercial Code, to perfect the security interest of the Administrative Agent therein.

Additional Collateral. Each of CSSW Parent Significant Subsidiary which is formed or acquired after the Additional Collateral Trigger Date and each Subsidiary which becomes a Significant Subsidiary after the Borrower Additional Collateral Trigger Date shall, and shall cause each of its Subsidiaries to, (a) promptly : (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected Additional Collateral Documents in form and substance satisfactory to the Administrative Agent, including without limitation Security Agreements, Patent, Trademark and Copyright Security Agreements, and Mortgages necessary to grant first priority perfected liens and security interest interests (subject only to Permitted Liens) in favor of the Lenders in the following assets of the such Significant Subsidiary (subject to the discretion of the Administrative Agent to exclude any of the following assets from the Additional Collateral described in the Guarantee event that the taking of Liens upon such assets is impractical, prohibited by law or commercially unreasonable in the Administrative Agent's judgment): accounts, inventory, furniture, fixtures, improvements, as-extracted collateral, general intangibles, coal supply agreements, other material contracts, coal reserves, mineral rights, the NRP Interests, any material Property of any such Significant Subsidiary and Security Agreement any other assets of any such Significant Subsidiary as the Administrative Agent in its sole discretion may request, (ii) deliver opinions of legal counsel, with respect to the Steel Winds Companiessuch Significant Subsidiary, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably required by the filing Administrative Agent and with such opinions to be satisfactory in form, scope and substance to the Administrative Agent in its reasonable discretion, (ii) Additional Indemnity Agreements, (iii) Landlord Waivers, and (iv) title commitments or title reports with respect to any Property of Uniform Commercial Code financing statements in such jurisdictions Significant Subsidiary which is subject to any Mortgage evidencing that such Property is free and clear of any and all defects and encumbrances whatsoever and is subject only to such exceptions 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 Collateral Agent a certificate of an Authorized Officer of each Steel Winds Company, substantially approved in the form of the certificate provided pursuant to Section 3.2(a)(iii), with appropriate insertions and attachments, (iv) if requested writing 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.

Additional Collateral. Each Within two (2) Business Days following the Closing Date, and from time to time thereafter, Company shall grant or cause to be granted to the Collateral Agent on behalf of CSSW Parent Lenders a valid and perfected First Priority Lien on substantially all tangible and intangible material assets of Company and its Subsidiaries (other than Target and its Subsidiaries) pursuant to the Borrower applicable Collateral Documents (adapted appropriately for any Foreign Subsidiaries). Such Liens shall secure the Domestic Obligations and/or the Foreign Obligations to the extent and in the manner provided in the applicable Collateral Document, it being understood and agreed that the intent of the parties hereto in respect of causing Foreign Subsidiaries (other than Target and its Subsidiaries) to comply with this subsection 6.9A is to avoid any adverse Tax consequence to the Company as a result of such compliance by any such Foreign Subsidiaries, with the determination as to whether any such adverse Tax consequences would result from such transaction to be based on an opinion of counsel to Company in form and substance satisfactory to Company and Administrative Agent. In addition, where the compliance with this subsection 6.9A in respect of a Foreign Subsidiary shall involve excessive costs for Company or such Foreign Subsidiary, Administrative Agent shall consult with Company as to whether such compliance is required in all respects. At such time, Company and its Subsidiaries (other than Target and its Subsidiaries) shall, and shall cause each of its Subsidiaries tosubject to the previous paragraph, (a) promptly (i) execute and deliver to the Administrative Agent a Security Agreement and Mortgages in respect of Company and its Subsidiaries granting First Priority Liens in all Collateral purported to be covered thereby (but so that in respect of Foreign Subsidiaries, no Mortgage shall be requested in respect of real property which is not of material value or which would result in material Taxes being paid by the Collateral Agent such amendments to the Guarantee relevant Foreign Subsidiary), which Security Agreement and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, Mortgages shall be in full force and effect (and all consents of third parties required for the benefit effectiveness or enforceability of the Lenders, a perfected 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 Liens created by 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement and Mortgages, including the assignment of contract rights, shall be obtained), and each document (including each UCC financing statement and each filing with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in intellectual property owned by Company and such jurisdictions as may be required by the Guarantee and Subsidiaries party to such Security Agreement or required by law or as may be reasonably requested by the Collateral Agent and (C) to deliver to the Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreementfiled, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness registered or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.143

Additional Collateral. Each of CSSW Parent and The Borrower shall use its best efforts to deliver or cause to be delivered to the Borrower shallCollateral Agent the following items on or before February 1, 2002, and in any event shall deliver or cause each to be delivered to the Collateral Agent the following items on or before the later of its Subsidiaries to, (a) promptly February 23, 2002 or (ib) execute and deliver to the date that Borrower, the Administrative Agent and the Collateral Agent Required Lenders have entered into an amendment to this Agreement amending the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio to levels which are mutually satisfactory, which amendment may contain such amendments to the Guarantee other terms and Collateral Agreement conditions as may be required by the Administrative Agent or and the Required Lenders: (i) a Subsidiary Guarantee and Subsidiary Subordination Agreement executed by Kenwood Silver Company, Inc., (ii) instruments in form and substance reasonably satisfactory to the Collateral Agent deems necessary or advisable pursuant to grant which Kenwood Silver Company, Inc. shall become a party to the Security Documents granting to the Collateral Agent, for the benefit of the Lenders, Agent a perfected first priority security interest in or pledge of all of its tangible and intangible assets (other than Deposit Accounts), (iii) Mortgages executed by Borrower and any Subsidiary owning Mortgaged Property granting the Equity Interests Collateral Agent a mortgage Lien on all Mortgaged Property, (iv) fully paid mortgagee title insurance policies (or binding commitments to issue title insurance policies, marked to the satisfaction of the Steel Winds Companies Collateral Agent to evidence the form of such policies to be delivered with respect to the Mortgages) in standard ALTA form, issued by a title insurance company satisfactory to the Collateral Agent in an amount not less than the amount of the Mortgages (except as the Collateral Agent may otherwise agree), insuring the Mortgages to create valid Liens on the Mortgaged Property with no exceptions which the Collateral Agent shall not have approved in writing, (v) instrument surveys dated within 60 days of delivery of all Mortgaged Property prepared by land surveyors acceptable to the Collateral Agent showing the courses and distances of all boundaries of the Mortgaged Property and the Stetson Intermediate Holding Companylocation of all improvements, fences, driveways, encroachments and easements affecting or appurtenant to the Mortgaged Property, with the surveys certified to the Collateral Agent and the title insurance company, (iivi) if certificated, deliver a report from an independent real estate appraisal firm acceptable to the Collateral Agent certifying to the Collateral Agent the certificates representing such Equity Interestsorderly liquidation value of Borrower's main plant and knife plant in Sherrill, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the Borrower New York and the Steel Winds Holding Company (iii) cause the Steel Winds Companies (A) to become a party to the Guarantee and Security Agreementmain plant of Buffalo China, Inc. in Buffalo, New York, (Bvii) to take such actions necessary or advisable to grant insurance certificates in form satisfactory to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 naming the Collateral Agent 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 appropriate insertions and attachments, loss payee or mortgagee (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be) with respect to the assets of Kenwood Silver Company, Inc. and the Mortgaged Property, and (viii) such other instruments and documents as the Collateral Agent may reasonably request incidental to any of the foregoing. Provided Borrower, the Administrative Agent and the Required Lenders have entered into a mutually acceptable amendment amending the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio, Borrower shall deliver or cause to be delivered to the Collateral Agent the foregoing items as and when they become available, including, without limitation, Mortgages on each parcel comprising the Mortgaged Property without the necessity of waiting until the title insurance policies, surveys and other required documents with respect to all Mortgaged Property shall become available.

Additional Collateral. Each of CSSW Parent and the The Borrower shallwill, and shall will cause each of its Subsidiaries the other Obligors to, (a) promptly (i) execute and deliver grant from time to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected 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 such actions necessary or advisable to grant time to the Collateral Agent for the benefit of the Lenders a perfected first priority Secured Parties security interest interests in all of the Collateral described in assets and properties of the Guarantee Borrower and Security Agreement with respect other Obligors, now existing or hereafter acquired, pursuant to the Steel Winds Companies, including relevant Security Documents. All such security interests and Liens shall be granted pursuant to documentation reasonably satisfactory in form and substance to the filing Administrative Agent and shall constitute valid and enforceable perfected security interests and Liens in favor of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Agent superior to and (C) prior to the rights of all third Persons and subject to no other Liens except for Liens permitted under Section 7.02. The Liens on such assets and properties and/or the security agreements or other instruments related thereto shall have been 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 as required pursuant to the relevant Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. The Borrower will, and Amended and Restated Revolving Credit Agreement will cause each of the other Obligors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent a certificate from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of an Authorized Officer of each Steel Winds Companyattorney, substantially in certificates, real property surveys, reports, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the form Collateral covered by any of the certificate provided pursuant Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower will, and will cause the other Obligors to, deliver to Section 3.2(a)(iii)the Collateral Agent such opinions of counsel, with appropriate insertions title insurance and attachments, (iv) if other related documents as may be reasonably requested by the Administrative AgentAgent to assure itself that this Section has been complied with. Notwithstanding the foregoing, deliver in the event the Borrower or any Subsidiary that which is organized under the laws of a State, the United States of America or the District of Columbia shall form or acquire directly a Foreign Subsidiary, the Borrower will, and will cause such Subsidiary to pledge the Capital Stock of such Foreign Subsidiary in favor of the Collateral Agent pursuant to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be relevant Security Document in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent Agent, provided that such pledge of Capital Stock of a Foreign Subsidiary shall be limited to (i) 65% of the voting Capital Stock of such Foreign Subsidiary having ordinary voting power for the election of the board of directors of such Subsidiary and (vii) deliver to 100% of all other Capital Stock of such Foreign Subsidiary; and provided further that, notwithstanding the Collateral Agent each deposit account control agreement foregoing, no portion of the Capital Stock of Chart Europe GmbH ("Chart Europe") held by the Borrower and its Subsidiaries as of the Effective Date shall be required to be delivered pledged pursuant to the Guarantee and Collateral this Agreement, provided that the Borrower will cause Chart Europe to be liquidated on or prior to June 30, 2004 and, prior to such liquidation, the Borrower will not, and will not permit any of its Subsidiaries to, engage in any transaction with Chart Europe other than those directly related to the consummation of such liquidation (and, in any event, will not make any Investment in, or transfer any property to, Chart Europe after the Effective Date). Notwithstanding the foregoing, as of the Effective Date the Borrower will, and will cause the other Obligors to, execute and deliver the Mortgages with respect to such real property interests of the Borrower and the other Obligors as are designated to be so mortgaged in Schedule 4.16. From time to time thereafter the Borrower will, and will cause each other Obligor to, notify the Administrative Agent within 30 days of the acquisition of any additional real property interests (whether a fee or leasehold) and, thereafter upon the request of the Required Lenders, grant a mortgage lien on such real property pursuant to a Mortgage in form and substance reasonably acceptable satisfactory to the Collateral Administrative Agent; provided that that, in no event will the Borrower or any of its Subsidiaries be required to take any action, other than using commercially reasonable efforts, to obtain consents from third parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to its compliance with this paragraph. If the Steel Winds Project is Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in existence as respect of any real property of the Subsequent Closing DateBorrower and its Subsidiaries constituting Collateral, then the Steel Winds Companies shall be required to become a party Borrower will, at its own expense, provide to the Guarantee and Security Agreement and Administrative Agent appraisals which satisfy the other applicable requirements of this Section 9.22the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, upon the termination, expiration Recovery and discharge Enforcement Act of such LC Indebtedness or LC Conversion Indebtedness1989, as amended, and which shall otherwise be in form and substance reasonably satisfactory to the case may be.Administrative Agent. Amended and Restated Revolving Credit Agreement

Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) promptly If (i) execute any Pacific Routes, Pacific Route Slots or Pacific Route Gate Leaseholds or (ii) any other properties or assets that are intended to constitute Collateral under the terms of the Loan Documents (including, without limitation, applicable Additional Collateral), in each case are acquired by the Borrower or any Subsidiary after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and, in each case at its own expense, (1) cause such property or assets to be subjected to a first-priority Lien securing the Obligations, subject to Liens permitted under Section 6.01, to the extent required under the applicable Collateral Documents, (2) take, and cause its Subsidiaries to take, such actions as shall be reasonably required to create, grant, establish, preserve and perfect such Liens (including to obtain any release or termination of Liens not permitted under Section 6.01) in favor of the Collateral Trustee for the benefit of the Secured Parties in accordance with the other provisions of this Agreement or the Collateral Documents, (3) to the extent that the fair market value (as determined in good faith by the Borrower) of such Collateral or other assets or properties equals or exceeds $10,000,000, deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests of the Steel Winds Companies and the Stetson Intermediate Holding CompanyCollateral Trustee, (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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement Secured Parties, an Officer's Certificate with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements matters described in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Agent subclauses (1) and (C2) to deliver to the Collateral Agent a certificate of an Authorized Officer of hereof, in each Steel Winds Company, substantially in the form of the certificate provided pursuant to Section 3.2(a)(iii), with appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be case in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent Agent, and (v4) to the extent that the fair market value (as determined in good faith by the Borrower) of such Collateral or other assets or properties equals or exceeds $100,000,000 and the Borrower or the applicable Guarantor shall have entered into a Collateral Document or a joinder thereto in satisfaction of its obligations under subclauses (1) and (2) hereof, deliver to the Xxxxxxxxxx- tive Agent, for the benefit of the Lenders, and the Collateral Agent each deposit account control agreement required to Trustee, for the benefit of the Secured Parties, a written opinion of counsel (which counsel shall be delivered pursuant reasonably satisfactory to the Guarantee Administrative Agent) to the Borrower and Collateral Agreementthe Guarantors, as applicable, with respect to the matters described in subclauses (1) and (2) hereof, in each case in form and substance reasonably acceptable satisfactory to the Collateral Administrative Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.

Additional Collateral. Each Grantor further agrees that it will, upon obtaining any additional promissory notes, shares of CSSW Parent and stock, limited partnership interests, general partnership interests, membership interests or other securities or instruments or Commercial Tort Claims in excess of the Borrower shallthresholds set forth in Section 3.16 above required to be pledged hereunder as provided in Section 4.2 or as provided in the Credit Agreement, and shall cause each of its Subsidiaries to, (a) promptly (iand in any event within five (5) execute and Business Days) deliver to the Administrative Agent and the Collateral Agent a Pledge Amendment, duly executed by such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected 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 powersGrantor, 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent a certificate of an Authorized Officer of each Steel Winds Company, substantially in the form of Schedule III annexed hereto (a “Pledge Amendment”), in respect of the certificate provided additional certificates, instruments or Commercial Tort Claims to be pledged pursuant to Section 3.2(a)(iii)this Agreement. Each Grantor hereby authorizes Agent or its designee to attach each Pledge Amendment to this Agreement and agrees that all certificates, with appropriate insertions and attachmentsinstruments or Commercial Tort Claims listed on any Pledge Amendment delivered to Agent or, (iv) if requested by at any time the Administrative Revolving Debt or the Existing First Lien Debt is outstanding, subject to an Approved Intercreditor Agreement, to the agent under the Permitted RBL Credit Agreement or the Existing Agent, deliver to the Administrative Agent legal opinions relating to the matters described aboveas applicable, which opinions shall for all purposes hereunder be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agentconsidered Collateral; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness failure of the Steel Winds Project Company such Grantor to execute a Pledge Amendment with respect to any additional certificates, instruments or Commercial Tort Claims pledged pursuant to this Agreement shall not impair the Steel Winds Project is in existence as security interest of Agent therein or otherwise adversely affect the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee rights and Security Agreement and satisfy the other requirements remedies of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beAgent hereunder with respect thereto.

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 (20) 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 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 CSSW Parent 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 Lender does not so approve or 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 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 the acquisition of such New Subject Project or the date of such repayment of such prior Secured Indebtedness, as the case may be, the Borrower shall, and shall cause each of its Subsidiaries to, (a) promptly (i) if such New Subject Project is unencumbered, cause the applicable Subsidiary owning such Project to (A) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Joinder Agreement with respect to the Steel Winds CompaniesSubsidiary Guaranty (unless such Subsidiary has already executed or joined in the Subsidiary Guaranty), including the filing of Uniform Commercial Code financing statements in (B) execute, deliver and record a Mortgage on such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Agent and New Subject Project, (C) to deliver to the Collateral Administrative Agent a certificate lender’s policy of title insurance (with such coverages and endorsements as Administrative Agent may reasonably require) insuring such Mortgage in such amount and form as is reasonably satisfactory to the Administrative Agent, together with an Authorized Officer opinion of each Steel Winds Company, substantially in local counsel as to the form of such Mortgage similar to those opinions delivered under Section 4.1 with respect to the certificate provided pursuant to Section 3.2(a)(iii), with appropriate insertions and attachmentsinitial Mortgages, (ivD) if requested approve for filing UCC-1 Financing Statements prepared by the Administrative Agent with respect to any related personal property, (E) not later than ninety (90) days after the addition of such New Subject Project to 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 legal opinions relating a Joinder Agreement with respect to the matters described aboveSubsidiary Guaranty (unless such Subsidiary has already executed or joined in the Subsidiary Guaranty), which opinions (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 (C) 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 be deem reasonably necessary or desirable to obtain and perfect a first priority Lien against such ownership interests, (iii) in form either case, execute and substance, and from counsel, reasonably satisfactory deliver to the Administrative Agent and a written confirmation that, as of the date such New Subject Project (vor a Pledged Equity Interest therein) deliver to is included in the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral AgreementPool, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness all of the Steel Winds Project Company 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 Steel Winds Project is in existence Collateral as of the Subsequent Closing Agreement Effective Date, then together with a compliance certificate in the Steel Winds Companies shall be 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 to become a party to the Guarantee under Section 5.16 is in full force and Security Agreement and satisfy the other requirements of effect. Except in accordance with this Section 9.222.3 and with Section 6.24 the Administrative Agent may not release the Mortgage on any Mortgage Property or 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 hereby agrees to pay all direct, upon out-of-pocket costs and expenses of Administrative Agent incurred in connection with the termination, expiration review and discharge acceptance of such LC Indebtedness or LC Conversion Indebtedness, as the case may beadditional Collateral Pool Property.

Additional Collateral. Each In the event that BSL Holdings-T, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event later than thirty (30) days following the formation of CSSW Parent such Unencumbered Loan SPV (and prior to the Borrower shallinclusion of any Unencumbered Loan owned by such Unencumbered Loan SPV in the Borrowing Base), take all such actions and shall cause each of its Subsidiaries to, (a) promptly (i) execute and deliver deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Administrative Agent and the Equity Interests of BSL Holdings-T, LLC that Collateral Agent such amendments shall reasonably request to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the create in favor of Collateral Agent, for the benefit of the LendersSecured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest in First Priority Lien on 100% of the Equity Interests in such Unencumbered Loan SPV. Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Steel Winds Companies Collateral Documents in favor of Collateral Agent, for the benefit 86 Credit and Guaranty Agreement of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the Stetson Intermediate Holding Companyacquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (iiincluding, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) if certificated, deliver with respect to the such property or asset that Collateral Agent the certificates representing such Equity Interestsshall reasonably request to create in favor of Collateral Agent, 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in First Priority Lien on such jurisdictions as may be required by the Guarantee and Security Agreement property or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreementasset, in form and substance reasonably acceptable each case, subject to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beQualified Permitted Liens.

Additional Collateral. Each Marley Station (59003) The related Mortgage Loan documents may add as collateral to the lien of CSSW Parent the related security instrument and the Borrower shall, and shall cause each of its Subsidiaries to, (a) promptly related Mortgage Loan documents (i) execute and deliver real property that is contiguous to the Administrative Agent related Mortgaged Property and is used in connection with the Collateral Agent such amendments to related Mortgaged Property together with the Guarantee improvements located thereon and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests of the Steel Winds Companies and the Stetson Intermediate Holding Companyother appurtenant rights associated therewith, (ii) the "Macy's Parcel" (as defined in the related Mortgage Loan documents) and/or the "Hecht Parcel" (as defined in the rexxxxx Mortgage Loan documents) (if certificated, deliver to the Collateral Agent Macy's Parcel or the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer Hecht Parcel has been previously rexxxxxd from the lien of the Borrower and the Steel Winds Holding Company related security instrument) or (iii) cause the Steel Winds Companies improvements located on the Macy's Parcel and/or the Hecht Parcel (Athe "Additional Property"), subject to certain conditions, including but not limited to: (a) to become a party delivery of evidence to the Guarantee mortgagee that all requirements of and Security Agreement, obtained all approvals required under any related leases and any reciprocal easement agreements have been obtained and the Additional Property transactions will not violate any of the provisions of any Leases or any reciprocal easement agreements; (Bb) to take such actions necessary or advisable to grant no Event of Default will has occurred and is continuing; (c) creation of a valid and enforceable liens upon the Additional Property in favor of mortgagee; (d) delivery to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent a certificate mortgagee of an Authorized Officer updated Title Insurance policy, survey, certificates of each Steel Winds Companyinsurance, substantially in the form of the certificate provided pursuant to Section 3.2(a)(iii), with appropriate insertions physical conditions or engineering report and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably environmental reports acceptable to the Collateral Agentmortgagee; provided (e) delivery to the mortgagee of various opinions including, but not limited to, an update of the non-consolidation opinion indicating that the parties hereto acknowledge addition does not affect the opinions set forth therein and agree an opinion of counsel acceptable to the rating agencies that if any LC Indebtedness or LC Conversion Indebtedness the Addition does not constitute a "significant modification" of the Steel Winds Project Company with respect Loan under Section 1001 of the Code or otherwise cause a tax to be imposed on a "prohibited transaction" by any REMIC Trust; and (f) delivery to the Steel Winds Project is in existence as mortgagee of a certified copy of an amendment to the related Management Agreement reflecting the addition of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become Additional Property as a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beproperty managed pursuant thereto.

Additional Collateral. Each of CSSW Parent and the Borrower shall, and The Pledgor shall cause each of its Subsidiaries to, (a) promptly (i) execute and deliver pledge to the Administrative Agent and the Collateral Agent hereunder, immediately upon the acquisition (directly or indirectly) thereof, any and all shares of stock, membership interests and equity interests of the Issuers or any of their affiliates hereafter acquired by the Pledgor. The Pledgor shall promptly deliver such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for together with in the benefit case of the Lenderssecurities, a perfected first priority security interest duly executed Pledge Agreement Supplement substantially in the Equity Interests form of Exhibit 3 hereto identifying such additional shares, membership interests or other equity interests which are being pledged, together with certificates representing such additional shares, membership interests or equity interests and such additional writings, including without limitation assignments and duly signed undated stock or equity interests powers as the Steel Winds Companies and the Stetson Intermediate Holding Company, (ii) if certificated, deliver Pledgor must provide to the Collateral Agent to perform its duties hereunder and any additional documents with respect thereto as the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer Collateral Agent (at the direction of the Borrower Required Creditors) shall request. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Agreement Supplement to this Pledge Agreement and the Steel Winds Holding Company (iii) cause the Steel Winds Companies (A) to become a party to the Guarantee agrees that all shares, membership interests and Security Agreement, (B) to take such actions necessary or advisable to grant 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 benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect Pledgor agrees to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by deliver promptly to the Collateral Agent a revised Exhibit 1 listing the Issuers subject thereto, and (C) to 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 Agreement, promptly deliver to the Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness revised Exhibit 1 or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion IndebtednessExhibit 2, as the case may be, listing the Pledged Securities subject hereto. Exhibit 1 and Exhibit 2 hereto shall be deemed amended and restated by such revised exhibit; provided, however, that the failure of the Pledgor to deliver such revised exhibits or of the Collateral Agent to distribute or attach any such revised exhibits shall not affect the security interest purported to be granted hereby.

Additional Collateral. Each In connection with any existing Borrowing Base Property or the addition of CSSW Parent a Borrowing Base Property as an Additional Borrowing Base Property, each Loan Party covenants and the Borrower agrees that it shall, and shall cause each of its Subsidiaries (each such Loan Party and Subsidiary herein referred to as an “Additional Pledgor”) to, (a) promptly (i) execute and deliver to the Administrative Agent such documents, instruments, agreements and the Collateral Agent such amendments to the Guarantee and Collateral Agreement certificates as the Administrative Agent may reasonably request, including any amendments to or additional Security Documents (the Collateral Agent deems necessary or advisable “Additional Security Documents”), in order to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected the best possible first priority lien and security interest in as much of the Equity Interests of the Steel Winds Companies and the Stetson Intermediate Holding Company, and/or Distribution Interests (iior such portion thereof) if certificated, deliver to the Collateral Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by each Person owning or leasing a duly Authorized Officer of the Borrower and the Steel Winds Holding Company (iii) cause the Steel Winds Companies (A) to become Student Housing Property included as a party to the Guarantee and Security Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such jurisdictions Borrowing Base Property as may be required granted by any such Additional Pledgor without the Guarantee and Security Agreement or by law or as may be requested by consent (which shall not, for the Collateral Agent and (Cavoidance of doubt, include mere notice) to deliver to the Collateral Agent a certificate of an Authorized Officer of each Steel Winds Company, substantially in the form any unaffiliated third party. In furtherance of the certificate provided pursuant foregoing, each Loan Party covenants and agrees to, on a commercially reasonable best efforts basis, enter into loan documentation, upon terms and conditions reasonably satisfactory to Section 3.2(a)(iii), with appropriate insertions and attachments, (iv) if requested by the Administrative Agent, in connection with any refinancing, prepayment or repayment of any indebtedness of the Borrower or any Wholly Owned Subsidiary which owns or leases a Borrowing Base Property, whether or not secured by such Borrowing Base Property, which permits, or removes or terminates any prohibition on, the granting of a pledge of Equity Interests or Distribution Interests (or any portion thereof) in any such Subsidiary so as to permit the best possible first priority lien and security interest in as much of the Equity Interests and/or Distribution Interests (or such portion thereof) in such Subsidiary in favor of the Administrative Agent and the Lenders. In connection with the delivery of such Additional Security Documents, the Borrower shall also deliver to the Administrative Agent legal such loan documents, organizational agreements, UCC search results, resolutions, consents, opinions relating to the matters described above, which opinions shall be in form and substance, other documents and from counsel, reasonably satisfactory to instruments as the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance may reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may berequire.

Additional Collateral. Each of CSSW Parent and With respect to any intellectual property owned, licensed or otherwise acquired by any Debtor after the Borrower shalldate hereof, and with respect to any patent, trademark or copyright which is not registered or filed with the U.S. Patent and Trademark Office and/or the U.S. Copyright Office at the time such Collateral is pledged by a Debtor to Lender pursuant to this Security Agreement, and which is subsequently registered or filed by such Debtor in the appropriate office, such Debtor shall execute or cause each to be executed and delivered to Lender, simultaneously with the delivery of its Subsidiaries to, (a) promptly the Intellectual Property Report required by the Loan Agreement (i) execute an amendment to this Agreement, duly executed by such Debtor, in form and deliver content acceptable to the Administrative Agent and the Collateral Agent Lender, in respect of such amendments additional or newly registered collateral, granting to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, Lender a perfected first priority security interest in interest, pledge and lien therein (subject only to the Equity Interests of the Steel Winds Companies Permitted Liens and the Stetson Intermediate Holding Companyother Liens permitted under the Loan Agreement) hereunder in such additional collateral, or (ii) if certificateda new security agreement, deliver duly executed by the applicable Debtor, in substantially the form of this Agreement, in respect of such additional or newly registered collateral, granting to Lender, a first priority security interest, pledge and lien thereon (subject only to the Collateral Agent Permitted Liens and the certificates representing such Equity Interestsother Liens permitted under the Loan Agreement), together in each case with undated stock powersall certificates, notes or other instruments representing or evidencing the same, and shall, upon Lender’s request, execute or cause to be executed any financing statement or other document (including without limitation, filings required by the U.S. Patent and Trademark Office and/or the U.S. Copyright Office in blank, executed and delivered by a duly Authorized Officer of the Borrower and the Steel Winds Holding Company connection with any such additional or newly registered collateral). Each Debtor hereby (iiix) cause the Steel Winds Companies (A) authorizes Lender to become a party attach each Amendment to the Guarantee and Security this Agreement, (By) agrees that all such additional collateral listed in any Amendment delivered to take Lender shall for all purposes hereunder constitute Collateral, and (z) is deemed to have made, upon the delivery of each such actions necessary or advisable to grant to Amendment, the Collateral Agent for the benefit representations and warranties contained in Sections 3.1, 3.2, 3.5, and 3.7 of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security this Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may becovered thereby.

Additional Collateral. Borrower shall notify the Administrative Agent in writing not less than twenty (20) 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 a New Subject Property shall provide the Administrative Agent with copies of CSSW Parent 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 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 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 acquisition 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, as the case may be, the Borrower shall, and shall cause each of its Subsidiaries to, (a) promptly (i) if such Project or Property is unencumbered, cause the applicable Subsidiary owning such Property to (A) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Joinder Agreement with respect to the Steel Winds CompaniesSubsidiary Guaranty (unless such Subsidiary has already executed or joined in the Subsidiary Guaranty), including the filing of Uniform Commercial Code financing statements in (B) execute, deliver and record a Mortgage on such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Agent and New Subject Property, (C) to deliver to the Collateral Agent 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 appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be a lender’s policy of title insurance (with such coverages and endorsements as Administrative Agent may reasonably require) insuring such Mortgage in such amount and form and substance, and from counsel, as is reasonably satisfactory to the Administrative Agent and (v) deliver Agent, together with an opinion of local counsel as to the Collateral Agent each deposit account control agreement required form of such Mortgage similar to be those opinions delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company under Section 4.1 with respect to the Steel Winds initial Mortgages, (D) approve for filing UCC-1 Financing Statements prepared by the 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 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 (A) execute and deliver to the Administrative Agent a Joinder Agreement with respect to the Subsidiary Guaranty (unless such Subsidiary has already executed or joined in existence the Subsidiary 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 (C) 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 desirable to obtain and perfect a first priority Lien against such ownership interests, (iii) in either case, execute and deliver to the Administrative Agent a written confirmation that, as of the Subsequent Closing 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 Collateral as of the Amendment Effective Date, then 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 full force and effect, and (iv) in the Steel Winds Companies case of a New Pledged Note, deliver the original thereof to the Administrative Agent endorsed in blank on its face or by an allonge and execute and deliver to the Administrative Agent a written confirmation that, as of such date such New Pledged Note shall be required subject to become a party to all of the Guarantee terms and Security Agreement and satisfy conditions of the other requirements Collateral Assignment of Note Receivables. Except in accordance with this Section 9.222.3 and with Section 6.24 the Administrative Agent may not release the Mortgage on any Collateral Property or the Lien created by the applicable Collateral Assignment in the Pledged Equity Interests with respect to any Underlying Property or the Lien created with respect to any Pledged Note without the consent of the Majority Lenders. The Borrower hereby agrees to pay all direct, upon out-of-pocket costs and expenses of Administrative Agent incurred in connection with the termination, expiration review and discharge acceptance of such LC Indebtedness or LC Conversion Indebtedness, as the case may beadditional Collateral.

Additional Collateral. Each of CSSW Parent and (a) With respect to any assets (or any interest therein) acquired after the Closing Date by the Borrower shall, and shall cause each or any of its Subsidiaries tothat are intended to be subject to the Lien created by any of the Security Documents but which are not so subject (including, without limitation, any assets described in paragraph (ab) 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 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 assets (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, without limitation, the filing of financing statements and the Collateral recording of Mortgages in such jurisdictions as may be requested by the Administrative Agent, (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, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent surveys, title insurance and flood insurance. (b) With respect to any Person that, subsequent to the Closing Date, becomes a Subsidiary (other than a Foreign Subsidiary), promptly upon the request of the 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 or the Collateral Agent deems shall deem necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in Lien on the Equity Interests Capital Stock of such Subsidiary which is owned by the Steel Winds Companies and the Stetson Intermediate Holding CompanyBorrower or any of its Subsidiaries, (ii) if certificated, deliver to the Collateral Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, powers executed and delivered in blank by a duly Authorized Officer authorized officer of the Borrower and or such Subsidiary, as the Steel Winds Holding Company case may be, (iii) cause the Steel Winds Companies such new Subsidiary (A) to become a party to the 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 (B) to take such all actions necessary or advisable to grant to cause the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in Lien created by the Guarantee and Collateral Agreement or such Security Agreement to be duly perfected in accordance with respect to the Steel Winds Companiesall applicable Requirements of Law, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Administrative Agent and (C) to deliver to the Collateral Agent 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 appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.. 87

Additional Collateral. Each of CSSW Parent From and after the Borrower Closing Date, the Company shall, and shall cause each of its Subsidiaries Restricted Subsidiary to, (a) promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for subject only to Permitted Liens, a first priority Lien on all property to the benefit extent that the New Credit Facility requires the creation of a Lien, such Lien to secure the obligations under the New Credit Facility, the Term Loan Credit Facility and the Notes on an equal basis, subject to the terms of the Lenders, a perfected first priority security interest in the Equity Interests Intercreditor Agreement. Without limitation of the Steel Winds Companies foregoing, from and after the Stetson Intermediate Holding CompanyClosing Date, (ii) if certificatedthe Company shall, deliver to the Collateral Agent the certificates representing such Equity Interestsand shall cause each Restricted Subsidiary to, 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 such actions necessary or advisable to grant to the Collateral Agent for to secure the benefit obligations under the New Credit Facility, the Term Loan Credit Facility and the Notes on an equal basis, subject to the terms of the Lenders Intercreditor Agreement, to Permitted Liens and the other terms of this Indenture, to the extent not already granted by the existing Security Documents, a perfected first priority security interest Lien on all immovable or real property and related fixtures now or thereafter acquired by the Company or any Restricted Subsidiary, and a first priority Lien on all leasehold estates (other than leases for floor space within a mall) and related fixtures now or thereafter acquired by the Company or any Restricted Subsidiary to the extent permitted by the terms of the instrument creating such leasehold estate (and if not permitted by the terms of such instrument, the Company shall use reasonable commercial efforts, or cause its Restricted Subsidiary to use reasonable commercial efforts, to obtain a consent from the landlord to grant such mortgage) and to waive or subordinate its landlord Lien (whether granted by the instrument creating the leasehold estate or by applicable law). Without limitation of the foregoing, from and after the Closing Date, in the Collateral described event the Company or any Restricted Subsidiary begins to operate in a state 45 52 or territory of the Guarantee United States in which a financing statement perfecting the Liens created by the Security Documents is then not perfected, the Company shall, and Security Agreement with respect shall cause such Restricted Subsidiary to, execute, file and forward to the Steel Winds CompaniesTrustee and the Collateral Agent a copy of such filed financing statement. The Company shall deliver, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may or cause to be required by the Guarantee and Security Agreement or by law or as may be requested by delivered, to the Collateral Agent and (C) to deliver the Trustee, one or more Opinions of Counsel to the Collateral Agent a certificate of an Authorized Officer of each Steel Winds Companyeffect that such Security Documents create legal, substantially in the form valid, binding and enforceable obligations of the certificate provided pursuant Company or Restricted Subsidiary party thereto and that all such action and filings necessary to Section 3.2(a)(iii), with appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of take such LC Indebtedness or LC Conversion Indebtedness, as the case may beLiens have been taken.

Additional Collateral. Each of CSSW Parent The Company and the Borrower shallGuarantor shall use their best efforts to deliver or cause to be delivered to the Collateral Agent the following items on or before February 1, 2002, and in any event shall deliver or cause each to be delivered to the Collateral Agent the following items on or before the later of its Subsidiaries to, (a) promptly February 23, 2002 or (b) the date that Company, the Guarantor and the holders of at least 66-2/3% in aggregate principal amount of outstanding Notes have entered into an amendment to this Note Agreement amending the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio to levels which are mutually satisfactory and which amendment may contain such other terms and conditions as may be required by the Purchasers: (i) execute a Subsidiary Guarantee and deliver Subsidiary Subordination Agreement executed by Kenwood Silver Company, Inc., (ii) instruments in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent such amendments pursuant to which Kenwood Silver Company, Inc. shall become a party to the Guarantee and Collateral Agreement as the Administrative Agent or Security Documents granting to the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in or pledge of all of its tangible and intangible assets (other than Deposit Accounts), (iii) Mortgages executed by Guarantor and any Subsidiary owning Mortgaged Property granting the Equity Interests Collateral Agent a mortgage Lien on all Mortgaged Property, (iv) fully paid mortgagee title insurance policies (or binding commitments to issue title insurance policies, marked to the satisfaction of the Steel Winds Companies Collateral Agent to evidence the form of such policies to be delivered with respect to the Mortgages) in standard ALTA form, issued by a title insurance company satisfactory to the Collateral Agent in an amount not less than the amount of the Mortgages (except as the Collateral Agent may otherwise agree), insuring the Mortgages to create valid Liens on the Mortgaged Property with no exceptions which the Collateral Agent shall not have approved in writing, (v) instrument surveys dated within sixty (60) days of delivery of all Mortgaged Property prepared by land surveyors acceptable to the Collateral Agent showing the courses and distances of all boundaries of the Mortgaged Property and the Stetson Intermediate Holding Companylocation of all improvements, fences, driveways, encroachments and easements affecting or appurtenant to the Mortgaged Property, with the surveys certified to the Collateral Agent and the title insurance company, (iivi) if certificated, deliver a report from an independent real estate appraisal firm acceptable to the Collateral Agent certifying to the Collateral Agent the certificates representing such Equity Interestsorderly liquidation value of Guarantor's main plant and knife plant in Sherrill, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the Borrower New York and the Steel Winds Holding Company (iii) cause the Steel Winds Companies (A) to become a party to the Guarantee and Security Agreementmain plant of Buffalo China, Inc. in Buffalo, New York, (Bvii) to take such actions necessary or advisable to grant insurance certificates in form satisfactory to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 naming the Collateral Agent 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 appropriate insertions and attachments, loss payee or mortgagee (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be) with respect to the assets of Kenwood Silver Company, Inc. and the Mortgaged Property, and (viii) such other instruments and documents as the Collateral Agent may reasonably request incidental to any of the foregoing. Provided the Company, the Guarantor and the holders of at least 66-2/3% in aggregate principal amount of outstanding Notes have entered into a mutually acceptable amendment amending the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio, the Company and the Guarantor shall deliver or cause to be delivered to the Collateral Agent the foregoing items as and when they become available, including, without limitation, Mortgages on each parcel comprising the Mortgaged Property without the necessity of waiting until the title insurance policies, surveys and other required documents with respect to all Mortgaged Property shall become available.

Additional Collateral. Each With respect to (i) any property acquired after the Closing Date that is intended to be subject to the Lien created by any of CSSW Parent the Collateral Documents but is not so subject and (ii) any Affiliated Investor who owns a Portfolio Property that is included in the Borrowing Base after the Closing Date, promptly (and in any event within 10 Business Days after such acquisition or on or prior to the inclusion of such Portfolio Property in the Borrowing Base, as applicable) (w) cause the owner of such property (or, in the case of the Borrower shallor a Subsidiary of the Borrower that, directly or indirectly, owns any Equity Interests of an Affiliated Investor whose Portfolio Property is included in the Borrowing Base, the Borrower or such Subsidiary) to execute a joinder to the Pledge Agreement, in form and shall cause each of its Subsidiaries tosubstance reasonably satisfactory to the Administrative Agent), (a) promptly (ix) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the Guarantee and relevant Collateral Agreement Documents or such other documents as the Administrative Agent or the Collateral Agent deems shall reasonably deem necessary or advisable to grant to the Collateral Administrative Agent, for its benefit and for the benefit of the Lendersother Creditor Parties, a perfected first priority security interest Lien on such property (or, in the case of an Affiliated Investor whose Portfolio Property is included in the Borrowing Base after the Closing Date, all of the Equity Interests held by the Borrower or any of its Subsidiaries, directly or indirectly, in such Affiliated Investor) subject to no Liens on the Steel Winds Companies Pledged Securities other than Permitted Judgment Liens and the Stetson Intermediate Holding CompanyLiens permitted under Section 7.01(a), (iib) if certificatedor (m), (y) deliver to the Collateral Administrative Agent the certificates items referenced in Section 4.01(a)(iii), (iv), (v), (vi) and (xii) with respect to the owner of such property or the direct and indirect owners of Equity Interests of such Affiliated Investor, as applicable, and (z) take all actions required to be taken under the Collateral Documents to cause such Lien to be duly perfected in accordance with all applicable Laws, including, without limitation, the delivery of the certificates, if any, representing such Equity Interests, Interests (together with undated stock powers, in blank, powers or other appropriate instruments of transfer executed and delivered in blank by a duly Authorized Officer authorized officer of the Borrower holder(s) of such Equity Interests) 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) if reasonably requested by the Administrative Agent; provided, that for the avoidance of doubt, any Hotel Lessee Subsidiary that has the right to use or occupy a Hotel Property pursuant to a lease with the fee owner(s) of such Hotel Property shall not be deemed to “own” such Hotel Property for purposes of this Section 6.12(a). The Borrower shall otherwise take such actions and execute and/or 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 such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and (v) deliver to priority of the Lien of the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of Documents on such LC Indebtedness or LC Conversion Indebtedness, as the case may beproperties.

Additional Collateral. Each If the Company or a Guarantor acquires property that is not automatically subject to a perfected security interest or Lien under the Security Documents and such property would be of CSSW Parent the type that would constitute Collateral, or a Subsidiary becomes a Guarantor, then, subject to exceptions set forth in the Senior Secured Note Documents, the Company or Guarantor, as applicable, will provide perfected security interests in and Liens on such property (or, in the case of a new Guarantor, all of its assets constituting Collateral) in favor of the Collateral Agent for its benefit and the Borrower shall, benefit of the Trustee and shall cause each the Holders of its Subsidiaries to, (a) promptly (i) the Notes and any Permitted Additional Pan Passu Obligations and execute and deliver such mortgages, deeds of trust security instruments, financing statements, certain joinder agreements, opinions of counsel and certificates in respect thereof to the Administrative Agent extent required by the Senior Secured Note Documents and thereupon all provisions of the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant Indenture relating to the Collateral Agentshall be deemed to relate to such after-acquired Collateral to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset that would constitute Collateral to secure any Credit Agreement Obligations after the Issue Date, including with respect to any Real Property (other than Excluded Real Property), it must, subject to the terms of this Indenture, grant a second-priority security interest and obtain all related deliverables as those delivered to the Credit Agreement Collateral Agent (subject to Permitted Liens, including the first-priority liens that secure the Consolidated First Lien Debt) upon such property as security for the Note Obligations and any Permitted Additional Pari Passu Obligations. If granting a security interest in such property requires the consent of a third party (other than Affiliates of the Company), the Company and the applicable Guarantor may not be required to obtain such consent with respect to the second-priority security interest for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests Collateral Agent on behalf of the Steel Winds Companies Holders of the Notes and each other secured party under the Stetson Intermediate Holding Company, (ii) if certificated, deliver Security Documents to the Collateral Agent the certificates representing extent 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement consent is not required to be delivered pursuant to obtained under the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness terms of the Steel Winds Project Security Documents. If any required third party consent is not obtained, the Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall or applicable Guarantor will not be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of provide such LC Indebtedness or LC Conversion Indebtedness, as the case may besecurity interest.

Additional Collateral. Each If and to the extent Borrower receives or takes title to units of CSSW Parent and ownership in Facility Tenant at any time during Loan Term, Borrower agrees that such units of ownership in Facility Tenant shall become additional collateral for the Loan. To that end, as additional consideration for Lender’s execution of this Agreement, Borrower shallhereby GRANTS, BARGAINS, CONVEYS, ASSIGNS, TRANSFERS, and shall cause each of its Subsidiaries to, (a) promptly (i) execute SETS OVER unto Lender a first and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority prior security interest in all of Borrower’s right, title, and interest in, to and under all rights Borrower has or may in the Equity Interests future obtain by virtue of the Steel Winds Companies and acquisition by Borrower of units of ownership in Facility Tenant (the Stetson Intermediate Holding Company, “Additional Collateral”). The Additional Collateral shall be deemed part of the Mortgaged Property (ii) if certificated, as defined in the Deed of Trust). Borrower shall 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral AgreementLender, in form and substance satisfactory to Lender, such financing statements and such further assurances as Lender may, from time to time, reasonably acceptable consider necessary to the Collateral Agent; provided create, perfect, and preserve Lender’s security interest herein granted, and Lender may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to create, perfect, and preserve such security interest. Borrower hereby authorizes Lender to prepare and file new financing statements, financing statement amendments, and financing statement continuations that the parties hereto acknowledge and agree that if describe all or any LC Indebtedness or LC Conversion Indebtedness portion of the Steel Winds Project Company with respect to the Steel Winds Project is in existence Additional Collateral as collateral thereunder, and Lender may file such statements without any signature of the Subsequent Closing DateBorrower or of a representative of Borrower appearing thereon, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of where such LC Indebtedness or LC Conversion Indebtedness, as the case may befilings are permitted by applicable Legal Requirements.

Additional Collateral. Each of CSSW Parent and If at any time during any Collateral Period Aggregate Usage exceeds Consolidated Net Tangible Assets (the “Additional Collateral Event”), then (a) the Borrower shall promptly notify the Agent thereof, (b) if requested by the Agent in its sole discretion, the Borrower shall, and shall cause each of its Subsidiaries to, xxxxx x xxxx in such property (areal and personal, tangible and intangible, including, without limitation, capital stock of Subsidiaries) promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable may reasonably request (subject to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests of the Steel Winds Companies applicable legal and the Stetson Intermediate Holding Company, (iicontractual restrictions) 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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)one or more security agreements, with appropriate insertions pledge agreements, mortgages, deeds of trust and attachmentsother documents, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, or instruments in form and substance reasonably acceptable satisfactory to the Collateral Agent and (c) deliver such other documents, agreements and instruments as the Agent may reasonably request in connection with the foregoing, including, without limitation, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, stock certificates and related undated stock powers executed in blank, certified resolutions and other organizational and authorizing documents, favorable opinions of counsel, all in form and substance reasonably satisfactory to the Agent; provided that . The Agent and the parties hereto acknowledge and Banks agree that upon the occurrence of an Additional Collateral Event, the Agent and the Banks (i) will require the Borrower and its Subsidiaries to xxxxx x xxxx in such property only as is, in the Agent’s reasonable judgment, necessary to cause the Aggregate Usage to be sufficiently collateralized (after taking into account any other Debt that shares in the collateral) as reasonably determined by the Agent, (ii) will not require the Borrower and its Subsidiaries to xxxxx x xxxx in any property other than accounts receivable if any LC Indebtedness or LC Conversion Indebtedness the accounts receivable of the Steel Winds Project Company with respect Borrower and its Subsidiaries can sufficiently collaterize the Aggregate Usage (after taking into account any other Debt that shares in the collateral) as reasonably determined by the Agent and (iii) will not require the Borrower and its Subsidiaries to xxxxx x xxxx on the Steel Winds Project is in existence as assets of any Foreign Subsidiary or to pledge more than sixty-five percent (65%) of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements stock of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beany Foreign Subsidiary.

Additional Collateral. Each of CSSW Parent If either Pledgor shall, at any time and from --------------------- time to time after the date hereof, acquire any additional membership interests in the Borrower shall, and shall cause each or Indebtedness of its Subsidiaries to, (a) promptly the types described in clauses (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests of the Steel Winds Companies and the Stetson Intermediate Holding Company, (ii) if certificatedof SECTION 1, 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions same shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required automatically deemed to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness Pledged Interests or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion 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 satisfactory to the Administrative Agent, together with such other certificates and instruments as the Administrative Agent may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), and will promptly thereafter deliver to the Administrative Agent a fully completed and duly executed amendment to this Agreement in the 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 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 such additional Collateral as required hereinabove shall not impair the security interest of the Administrative Agent in such Collateral or otherwise adversely affect the rights and remedies of the Administrative Agent hereunder with respect thereto. If any Pledged Interests (whether now owned or hereafter acquired) are "uncertificated securities" within the meaning of the applicable Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Administrative Agent thereof and will promptly take and cause to be taken all actions required under applicable law, including, as applicable, under Article 8 or 9 of the applicable Uniform Commercial Code, to perfect the security interest of the Administrative Agent therein.

Additional Collateral. Each Upon the request of CSSW Parent the Collateral Agent and at the Borrower shallexpense of the Company, and shall cause each of its Subsidiaries to, (a) promptly (i) within five (5) days after such request, to furnish the Collateral Agent a description of the real and personal properties of the Credit Parties and the Subsidiaries, including partnership interests, stocks, securities, contract rights and other property that the Credit Parties obtain, directly or indirectly, after the First Note Closing Date and specifically including the option of the Company to repurchase Tower 45 from Itochu Corporation, when and if the Company has such option, in detail reasonably satisfactory to the Collateral Agent, (ii) within ten (10) business days after such request, duly execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee mortgages, pledges, assignments and Collateral Agreement other security agreements, as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant specified by and in form and substance reasonably satisfactory to the Collateral Agent, for securing payment of all the benefit of the Lenders, a perfected first priority security interest in the Equity Interests of the Steel Winds Companies Obligations under this Agreement and the Stetson Intermediate Holding CompanyRelated Documents and constituting Liens on all such properties held by the Credit Parties, (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 within thirty (30) days after such request, take whatever reasonable action (including, without limitation, the Steel Winds Companies (A) to become a party to the Guarantee and Security Agreementrecording of mortgages, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such jurisdictions statements, the giving of notices and the endorsement of notices on title documents) as may be required by necessary or advisable in the Guarantee and Security Agreement or by law or as may be requested by reasonable opinion of the Investors to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the assets purported to be subject to the security agreements delivered pursuant to this Section 9.15, enforceable against all third parties in accordance with their terms, and (Civ) to within forty-five (45) days after such request, deliver to the Collateral Agent a certificate signed copy of an Authorized Officer a favorable opinion of each Steel Winds counsel for the Company, substantially in the form of the certificate provided pursuant to Section 3.2(a)(iii), with appropriate insertions and attachments, (iv) 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 and (v) deliver addressed to the Collateral Agent each deposit account control agreement required to be delivered pursuant to and the Guarantee Investors and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that Investors, as to the parties hereto acknowledge matters contained in clause (iii) above, as to such security agreements being legal, valid and agree that if any LC Indebtedness or LC Conversion Indebtedness binding obligations of the Steel Winds Project Company Credit Parties enforceable in accordance with respect their terms and as to such other matters as the Investors may reasonably request. Not by way of limitation of any other provisions hereof (including without limitation Section 7.4(c)), each of the Credit Parties shall use reasonable efforts to cause all direct or indirect interests in the Retail Properties that are held directly or indirectly by the REIT Sponsors which are not subject to restrictions on transfer under the organizational documents pursuant to which such interests were issued to be contributed to the Steel Winds Project is in existence Operating Partnership and pledged as of collateral to the Subsequent Collateral Agent no later than the Second Note Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.

Additional Collateral. Each of CSSW Parent and In the Borrower shall, and shall cause each of its Subsidiaries to, (a) promptly event that within six months after the Closing Date either (i) Company has not attained a Consolidated Leverage Ratio of less than 3.5 to 1.0 or (ii) the Indebtedness outstanding under this Agreement has not been rated Investment Grade by both S&P and Moody's, then Company shall granx xx xxuse to be granted to the Collateral Agent on behalf of Lenders a valid and perfected First Priority Lien on, and mortgages on, substantially all tangible and intangible assets of Company and its Subsidiaries pursuant to the applicable Collateral Documents. At such time, Company and its Subsidiaries (other than the Exempt Subsidiaries) shall execute and deliver to the Administrative Agent and the Collateral Agent such amendments Agents (a) one or more supplements to the Guarantee Company Pledge Agreement and Collateral Agreement Subsidiary Pledge Agreements, as the Administrative Agent case may be, granting First Priority Liens in all intercompany Indebtedness then outstanding which supplements shall be in full force and effect, and all such intercompany Indebtedness shall be duly and validly pledged thereunder (or the Collateral Agent deems necessary or advisable to grant to the Collateral Agentextent not evidenced by any instrument, under the Security Agreement) to Agents for the ratable benefit of the Lenders, a perfected first priority security interest in the Equity Interests of the Steel Winds Companies Lenders and the Stetson Intermediate Holding Company, certificates or other instruments representing such Indebtedness (ii) if certificated, deliver to the Collateral Agent the certificates representing extent such Equity InterestsIndebtedness is evidenced by instruments), together with undated stock powers, accompanied by instruments of transfer endorsed in blank, executed shall be provided to Agents; (b) the Security Agreement granting First Priority Liens in all Collateral purported to be covered thereby which Security Agreement shall be in full force and delivered by a duly Authorized Officer effect (and all consents of third parties required for the effectiveness or enforceability of the Borrower Liens created by the Security Agreement, including the assignment of contract rights, shall be obtained), and the Steel Winds Holding each document (including each UCC financing statements and each filing with respect to intellectual property owned by Company (iii) cause the Steel Winds Companies (A) to become a and such Subsidiaries party to the Guarantee and Security Agreement) required by law or reasonably requested by Collateral Agent to be filed, (B) registered or recorded in order to take such actions necessary or advisable to grant to the create in favor of Collateral Agent for the benefit of the Lenders a valid, legal and perfected first priority security interest First Priority Lien on the Collateral subject to the Security Agreement (subject to any Lien expressly permitted thereby) shall be so filed, registered or recorded and evidence thereof delivered to Agents; (c) Mortgages in favor of Collateral Agent in real property owned by Company and such Subsidiaries (the "Mortgaged Properties") which Mortgages shall be in full force and effect, and (i) each of such Mortgaged Properties shall not be subject to any Lien other than those expressly permitted under the applicable Mortgage, (ii) each such Mortgage shall be filed and recorded in the Collateral described recording office as specified by Agents, and, in the Guarantee connection therewith, Agents shall receive evidence satisfactory to them of each such filing and Security Agreement with respect to the Steel Winds Companiesrecordation and (iii) Agents shall have received such other documents, including the filing a policy or policies of Uniform Commercial Code financing statements in title insurance issued by a nationally recognized title insurance company, together with such jurisdictions as may be required by the Guarantee endorsements, coinsurance and Security Agreement or by law or reinsurance as may be requested by Agents, insuring the Collateral Agent Mortgages as valid first Liens on such Mortgaged Properties, free of Liens other than those expressly permitted under such Mortgage, together with such surveys, abstracts, appraisals, environmental reports and legal opinions required to be furnished pursuant to the terms of the Mortgage or as reasonably requested by Agents and (Cd) Assignments of Rent and Leases granting First Priority Liens in all Collateral purported to deliver to the Collateral Agent a certificate be covered thereby which Assignment 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 appropriate insertions Rents and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions Leases shall be in full force and effect (and all consents of third parties required for the effectiveness or enforceability of the Liens created hereunder shall be obtained). Agents shall receive consents from each person required under the terms of any agreement to which Company and its Subsidiaries shall be party to consent to the assignment pursuant to the Security Agreement of the rights of Company and such Subsidiaries under such agreement in order for such assignment to be effective which consents shall be executed and delivered in form and substance, and from counsel, reasonably substance satisfactory to Agents. Agents may request such other certificates, instruments and opinions as Agents may reasonably believe necessary to confirm the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement Liens required to be delivered pursuant granted under this subsection 6.9A. Administrative Agent shall also have received a copy of, or a certificate as to coverage under, the Guarantee insurance policies required by applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name Collateral AgreementAgent as additional insured, in form and substance reasonably acceptable satisfactory to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beAgents.

Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) promptly With respect to any Person that, subsequent to the Effective Date, becomes a Domestic Subsidiary (other than a Credit Card Subsidiary) promptly: (i) execute and deliver to the Administrative Agent and the Collateral Agent a new pledge agreement or such amendments to the Guarantee and Collateral Master Security Agreement as the Administrative Agent or the Collateral Agent deems shall deem necessary or advisable to grant to the Collateral Agent, for Administrative Agent a Lien on the benefit Capital Stock of such Domestic Subsidiary which is owned by the Lenders, a perfected first priority security interest in the Equity Interests Borrower or any of the Steel Winds Companies and the Stetson Intermediate Holding Companyits Subsidiaries, (ii) if certificated, deliver to the Collateral Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, powers executed and delivered in blank by a duly Authorized Officer authorized officer of the Borrower and the Steel Winds Holding Company pledgor thereof, (iii) cause the Steel Winds Companies such new Domestic Subsidiary (A) to become a party to the Guarantee Master Security Agreement and Security Agreementif, applicable, a Mortgage, in each case pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (B) to take such all actions reasonably deemed necessary or advisable by the Administrative Agent to grant cause the Lien created by the Master Security Agreement and, if applicable, the Mortgage, to be duly perfected (to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest extent contemplated therein and in the Collateral described other Loan Documents) in the Guarantee and Security Agreement accordance with respect to the Steel Winds Companiesall applicable Requirements of Law, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Administrative Agent and (Cit being agreed that for any such Domestic Subsidiary that is not a debtor-in-possession, no action shall be required pursuant to this clause (iii) to deliver perfect a Lien in assets that would not constitute UCC Filing Collateral or in assets constituting UCC Filing Collateral if such perfection relates to the assets constituting UCC Filing Collateral Agent a certificate with an aggregate book value 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 appropriate insertions less than $2,500,000) and attachments, (iv) with respect to assets of any such Domestic Subsidiary with a book value in excess of $2,500,000 that are perfected under the laws of any jurisdiction, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.

Additional Collateral. Each With respect to (i) any property acquired after the Closing Date that is intended to be subject to the Lien created by any of CSSW Parent the Collateral Documents but is not so subject and (ii) any Affiliated Investor who owns a Portfolio Property that is included in the Borrowing Base after the Closing Date, promptly (and in any event within 10 Business Days after such acquisition or on or prior to the inclusion of such Portfolio Property in the Borrowing Base, as applicable) (i) cause the owner of such property (or, in the case of the Borrower shallor a Subsidiary of the Borrower that, directly or indirectly, owns any Equity Interests of an Affiliated Investor whose Portfolio Property is included in the Borrowing Base, the Borrower or such Subsidiary) to execute a joinder to the Pledge Agreement, in form and shall cause each of its Subsidiaries tosubstance reasonably satisfactory to the Administrative Agent), (a) promptly (iii) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the Guarantee and relevant Collateral Agreement Documents or such other documents as the Administrative Agent or the Collateral Agent deems shall reasonably deem necessary or advisable to grant to the Collateral Administrative Agent, for its benefit and for the benefit of the Lendersother Creditor Parties, a perfected first priority security interest Lien on such property (or, in the case of an Affiliated Investor whose Portfolio Property is included in the Borrowing Base after the Closing Date, all of the Equity Interests held by the Borrower or any of the Steel Winds Companies its Subsidiaries, directly or indirectly, in such Affiliated Investor) subject to no Liens other than Permitted Judgment Liens and the Stetson Intermediate Holding CompanyLiens permitted under Section 7.01(a), (iib) if certificatedor (m), (iii) deliver to the Collateral Administrative Agent the certificates items referenced in Section 4.01(a)(iii), (iv), (v), (vi) and (xii) with respect to the owner of such property or the direct and indirect owners of Equity Interests of such Affiliated Investor, as applicable, and (iv) take all actions necessary to cause such Lien to be duly perfected in accordance with all applicable Laws, including, without limitation, the delivery of the certificates, if any, representing such Equity Interests, Interests (together with undated stock powers, in blank, powers or other appropriate instruments of transfer executed and delivered in blank by a duly Authorized Officer authorized officer of the Borrower holder(s) of such Equity Interests) 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 such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such 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 Collateral Agent 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 appropriate insertions and attachments, (iv) if reasonably requested by the Administrative Agent; provided, that for the avoidance of doubt, any Hotel Lessee Subsidiary that has the right to use or occupy a Hotel Property pursuant to a lease with the fee owner(s) of such Hotel Property shall not be deemed to “own” such Hotel Property for purposes of this Section 6.12(a). The Borrower shall otherwise take such actions and execute and/or 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 such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and (v) deliver to priority of the Lien of the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of Documents on such LC Indebtedness or LC Conversion Indebtedness, as the case may beproperties.

Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) With respect to any assets, other than leasehold interests, acquired after the Original Closing Date by the Company or any of its Domestic Subsidiaries that are intended to be subject to the Lien created by any of the Security Documents but which are not so subject (other than 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 and the Collateral Agent such amendments to the Guarantee and Collateral Agreement relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent deems (including Mortgages) shall reasonably deem necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests of the Steel Winds Companies and the Stetson Intermediate Holding CompanyLien on such assets, (ii) if certificatedtake all actions reasonably necessary or advisable to cause such Lien 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 reasonably requested by the Administrative Agent, (iii) in the case of a Mortgage, deliver to the Administrative Agent such surveys, policies and other documents as the Administrative Agent would have received pursuant to subsections 8.1(v), 8.1(w), 8.1(x) and 8.1(y) of the Original Credit Agreement if the relevant parcel of real property has been subject to a Mortgage on the Original Closing Date, all in form and substance reasonably satisfactory to the Administrative Agent and (iv) 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. With respect to any Person that, subsequent to the Original Closing Date, becomes a Subsidiary (other than a Foreign Subsidiary), promptly: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Amended and Restated 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 Company or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Equity InterestsCapital Stock, together with undated stock powers, in blank, powers executed and delivered in blank by a duly Authorized Officer authorized officer of the Borrower and Company or such Subsidiary, as the Steel Winds Holding Company case may be, (iii) cause the Steel Winds Companies such new Subsidiary (A) to become a party to the Amended and Restated Guarantee and Security AgreementCollateral Agreement pursuant to an annex to the Amended and Restated Guarantee and Collateral Agreement which is in form and substance reasonably satisfactory to the Administrative Agent, (B) to execute and deliver a Mortgage with respect to any parcel of real property owned by it, (C) to take such all actions necessary or advisable to grant to cause the Collateral Agent for Lien created by the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Amended and Restated 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 Agreement with respect to the Steel Winds CompaniesDocuments, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Administrative Agent and (CD) to execute and deliver such documents and certificates as the Administrative 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 and any other legal matters relating to such Subsidiary and the Loan Documents to which it is or is to become a party (including, if requested by the Administrative 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 Administrative Agent and its counsel, (iv) in the case of a Mortgage, deliver to the Collateral Administrative Agent a certificate of an Authorized Officer of each Steel Winds Companysuch surveys, substantially in policies and other documents as the form Administrative Agent would have received pursuant to subsections 8.1(v), 8.1(w), 8.1(x) and 8.1(y) of the certificate provided pursuant Original Credit Agreement if the relevant parcel of real property has been subject to Section 3.2(a)(iii)a Mortgage on the Original Closing Date, with appropriate insertions all in form and attachments, substance reasonably satisfactory to the Administrative Agent and (ivv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. With respect to any Person that, subsequent to the Original Closing Date, becomes a Foreign Subsidiary, promptly upon the request of the Administrative Agent: (i) to the extent permitted by applicable law, execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Amended and Restated 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 Company or any of its Domestic Subsidiaries (vprovided 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 Administrative Agent each deposit account control agreement required to be any certificates representing such Capital Stock, together with undated stock powers executed and delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness blank by a duly authorized officer of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of or such LC Indebtedness or LC Conversion IndebtednessDomestic 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. Notwithstanding the foregoing provisions of this subsection 9.10, (i) none of KCII, KCI International and KCII Holdings LLC shall be required to xxxxx x Xxxx on the Capital Stock of EMD CV and IMD CV owned by them, and (ii) only 65% of the Capital Stock of each of KCII, KCI International and KCII Holdings LLC shall be required to be pledged. NEGATIVE COVENANTS The Company hereby agrees that, so long as the Commitments remain in effect or any Letter of Credit remains outstanding and unpaid or any amount is owing to any Lender or the Administrative Agent hereunder or under any other Loan Document, the Company shall not, and (except with respect to subsection 10.1) shall not permit any of its Subsidiaries to, directly or indirectly: Financial Condition Covenants

Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected 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 If: (A) to the Borrower acquires any right, title or interest in any Asset other than an Excluded Asset, which Asset does not upon acquisition become a party subject to the Guarantee and Required Liens, or any Asset other than an Excluded Intercompany Asset is acquired by a non-Borrower Company that has granted Intercompany Liens, which Asset does not upon acquisition become subject to an Intercompany Lien, in each case by virtue of an after-acquired property clause in any then existing Security AgreementDocument or Intercompany Security Document, (B) the Borrower prepays in full any Prior Mortgage Note applicable to take any Hotel Property owned by the Companies and the holder of which Prior Mortgage Note had not previously consented to the granting of the Required Liens and/or Intercompany Liens (regardless of whether such actions necessary or advisable holder has previously consented to grant the granting of second liens to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds CompaniesSenior Lender), including the filing of Uniform Commercial Code financing statements in such 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) the Senior Lender for any reason elects, in its sole and absolute discretion, to require that any Asset, that theretofore constituted an Excluded Asset or an Excluded Intercompany Asset solely at the election of the Senior Lender, become a part of the Collateral or the Intercompany Collateral, then the Borrower shall and/or shall cause each other Company with any right, title or interest in such Asset to execute, acknowledge and deliver to the Collateral Agent a certificate of an Authorized Officer of each Steel Winds Company, substantially in such additional Security Documents or Intercompany Security Documents as are necessary to grant and perfect the form of the certificate provided pursuant Required Lien or Intercompany Lien with respect to Section 3.2(a)(iii), with appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovesuch Asset, which opinions Security Documents or Intercompany Security Documents shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, all material respects consistent in form and substance reasonably acceptable to with the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness Security Documents or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Intercompany Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beDocuments theretofore executed.

Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) With respect to any assets (or any interest therein) acquired after the Closing Date by the Company or any of its Restricted Subsidiaries that are of the type and, in the case of real property or leasehold interests, of substantially similar value to any of the properties or interests covered by any Security Documents, promptly (iand in any event within 30 days after the acquisition thereof): (A) execute and deliver to the applicable Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement relevant Security Documents or such other documents as the such Administrative Agent or the Collateral Agent deems shall deem necessary or advisable to grant to the Collateral such Administrative Agent, for the benefit of the Lenders, if the assets are located in a perfected first priority security jurisdiction other than Canada, or the Canadian Revolving Credit Lenders, if the assets are located in Canada, a Lien on such assets (or such 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 Agreementtherein), (B) to take such all actions necessary or advisable to grant cause such Lien to the Collateral Agent for the benefit be duly perfected in accordance with all applicable Requirements of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds CompaniesLaw, including including, without limitation, the filing of Uniform Commercial Code financing statements and the recording of Mortgages in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Agent and such Administrative Agent, (C) to deliver to the Collateral Agent 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 appropriate insertions and attachments, (iv) if requested by the such Administrative Agent, deliver to the such Administrative Agent legal opinions relating to the matters described abovein clauses (B) and (C) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the such Administrative Agent, and (D) if requested by such Administrative Agent, deliver to such Administrative Agent such surveys, title insurance and flood insurance as such Administrative Agent shall reasonably request. In addition, in the event that any assignment to an Assignee by any Canadian Revolving Credit Lender is effected pursuant to subsection 11.6(b), the Canadian Borrower shall promptly cause to be executed and delivered such amendments to any Security Documents relating to Liens evidenced by filings or registrations in the Province of Quebec as such Transferee shall request to comply with any requirement of Quebec law that the names of all secured parties be listed on security documents covering property in Quebec. (vprovided that if such foreign Restricted Subsidiary is organized under the laws of Canada or any province thereof the remaining 34% of the Capital Stock thereof shall be pledged to secure the obligations of the Canadian Borrower hereunder and under the other Loan Documents to the Canadian Revolving Credit Lenders), of such Restricted Subsidiary which is owned by the Company or any of its Restricted Subsidiaries, (ii) deliver to such Administrative Agent the Collateral Agent each deposit account control agreement required certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or such Restricted Subsidiary, as the case may be, (iii) in the case of any such domestic Restricted Subsidiary, cause such new Restricted Subsidiary (A) to be delivered pursuant become a party to the US Guarantee and Collateral Agreement, in each case pursuant to an annex to the US Guarantee and Collateral Agreement or otherwise pursuant to documentation which is in form and substance reasonably acceptable satisfactory to such Administrative Agent, and (B) to take all actions necessary or advisable to cause the Lien created by the US Guarantee and Collateral Agreement or such other documentation 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 such Administrative Agent and (iv) if requested by such Administrative Agent, deliver to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect Administrative Agent legal opinions relating to the Steel Winds Project is matters described in existence as of the Subsequent Closing Dateclauses (i), then the Steel Winds Companies (ii) and (iii) immediately preceding, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may beAdministrative Agent.

Additional Collateral. Each of CSSW Parent and With respect to any new Subsidiary (other than a Shell Subsidiary so long as it qualifies as such) created or acquired by the Borrower shall, and shall cause each or any of its Subsidiaries to(which shall be deemed to have occurred in the event that (x) any Non-Recourse Subsidiary or Qualified LaGrange Entity ceases to qualify as such, and (y) any Subsidiary (including any Excluded Acquired Subsidiary) and its Subsidiaries previously prohibited from, or unable to become, a Subsidiary Guarantor pursuant to the terms of any Qualified Indebtedness of any Qualified Parent Company described in clause (a)(ii) of the definition thereof outstanding on the Second Restatement Effective Date or Indebtedness of any such Subsidiary 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 be required to become Subsidiary Guarantors until such time), promptly (a) promptly (i) execute and deliver to the Administrative Agent and the Collateral Funding Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Funding Agent deems necessary or advisable to grant to the Collateral Funding Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests and all other property of the Steel Winds Companies type that would constitute Collateral of such new Subsidiary that are held by the CCO Parent (on or after the Guarantee and Pledge Date), the Stetson Intermediate Holding CompanyBorrower or any of its Subsidiaries, which in the case of Intercompany Obligations constituting Indebtedness owed to it, shall be evidenced by an Intercompany Note and in the case of Equity Interests of any Foreign Subsidiary, limited to 66% of the total outstanding Equity Interests of such Foreign Subsidiary, (iib) if certificated, deliver to the Collateral Funding Agent the certificates certificates, if any, representing such Equity Interests, and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with with, as applicable, undated stock powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly Authorized Officer authorized officer of the Borrower or such Subsidiary, as the case may be (which in the case of any such certificates, notes or instruments held by the CCO Parent, will not be required to be delivered until after the Guarantee and Pledge Date) and (c) except in the Steel Winds Holding Company case of a Foreign Subsidiary, an Excluded Acquired Subsidiary (iiiuntil it ceases to qualify as such) or a Qualified LaGrange Entity (until it ceases to qualify as such), cause the Steel Winds Companies such new Subsidiary (Ai) to become a party to the Guarantee and Security Agreement, Collateral Agreement and (Bii) to take such actions necessary or advisable to grant to the Collateral Funding Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Collateral Agreement with respect to the Steel Winds Companiessuch new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent 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 appropriate insertions and attachments, (iv) if requested by the Administrative Funding 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.

Additional Collateral. Each Subject to obtaining applicable consents of CSSW Parent and third parties, the Borrower shall, and Pledgor shall cause each of its Subsidiaries to, (a) promptly (i) execute and deliver pledge to the Administrative Agent and the Collateral Agent hereunder, immediately upon the acquisition (directly or indirectly) thereof, any and all shares of stock, partnership interests or other equity interests of the Issuers or any of their affiliates hereafter acquired by the Pledgor. The Pledgor shall promptly deliver such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for together with in the benefit case of the Lenderssecurities, a perfected first priority security interest duly executed Pledge Agreement Supplement substantially in the Equity Interests 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 Steel Winds Companies and the Stetson Intermediate Holding Company, (ii) if certificated, deliver Pledgor must provide to the Collateral Agent to perform its duties hereunder and any additional documents with respect thereto as the certificates representing such Equity InterestsCollateral 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, together with undated stock powers, in blank, executed partnership interests and equity interests listed on any Pledge Agreement Supplement 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 such actions necessary or advisable to grant to the Collateral Agent shall for all purposes hereunder constitute Pledged Securities. In connection therewith, the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect Pledgor agrees to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by deliver promptly to the Collateral Agent a revised Exhibit 1 listing the Issuers subject thereto, and (C) to 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 Agreement, promptly deliver to the Collateral Agent 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 appropriate insertions and attachments, (iv) 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 and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness revised Exhibit 1 or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion IndebtednessExhibit 2, as the case may be., listing the Pledged Securities subject hereto. Exhibit 1 and Exhibit 2 hereto shall be deemed amended and restated by such revised exhibit; provided, however, that the failure of the Pledgor to deliver such revised exhibits or of the Collateral Agent to distribute or attach any such revised exhibits shall not affect the security interest purported to be granted hereby;