Common use of Additional Collateral Clause in Contracts

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

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

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

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

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

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

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

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

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the The Borrower or any will grant and will cause each of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent as security for the Indebtedness a perfected Lien on the Borrower's or such Subsidiary's interest in any Oil and Gas Properties that are (i) acquired after the date hereof at the cash acquisition cost to the Borrower or such Subsidiary equal to or exceeding $1,000,000, and (ii) do not constitute Proved Reserves, which Lien will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements, or other Loan Documents, all in form substantially the same as the New Mortgage (subject to such changes as are necessary as a result of, to reflect and/or to account for changes in applicable law) and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (b) The Borrower will grant and will cause each of its Subsidiaries to grant to the Agent as security for the Indebtedness a Lien interest (subject only to Excepted Liens and the matters set forth on Schedule 7.10 hereto) on the Borrower's or such Subsidiary's interest in any Oil and Gas Properties identified after the Closing Date as containing Proved Reserves, which Lien will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements, or other Loan Documents, all in form substantially the same as the Standard Mortgage (subject to such changes as are necessary as a result of, to reflect and/or to account for changes in applicable law) and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (c) Concurrently with the granting of the Lien or other action referred to in Section 8.09(b) above, the Borrower will provide to the Agent title information in form and substance satisfactory to the Agent in its sole discretion with respect to the Borrower's and its Subsidiaries' interests in such Oil and Gas Properties to the extent needed to cause the Agent to have received, together with title information previously delivered to the Agent, satisfactory title information on at least 90% of the value of the proved Hydrocarbon Interests evaluated by the most recent Reserve Report. (d) Also, promptly after the filing of any new Loan Document in any state, other than the New Mortgage and any other mortgage filed pursuant to subsection (a) of this Section 8.09 or any other mortgage substantially in the form of the New Mortgage, upon the reasonable request of the Agent, the Borrower will provide to the Agent an opinion addressed to the Agent for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be Lenders in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent in its sole discretion from counsel acceptable to Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person thatstating that such Loan Document is valid, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (binding and enforceable in accordance with its terms and in any event within 30 days after legally sufficient form for such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderjurisdiction.

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

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

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

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

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

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

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

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

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

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

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

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

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

Additional Collateral. (a) With respect Subject to any Capital Stock applicable Requirement of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectLaw, promptly (each Credit Party will promptly, and in any event within 30 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 to thereupon shall have all of the Administrative Agent rights, benefits, duties and obligations in such amendments to capacity under the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to Credit Documents, (ii) will grant Liens to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed and the other Secured Parties, in blank therefor, any property of such Credit Party which constitutes Collateral and (iii) if requested by will take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables with respect to any Material Real Estate Asset of such Credit Party to create in favor of Collateral Agent, for the Administrative Agent or benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected first priority lien (in accordance with the Required Lenders, deliver to priorities set forth in the Administrative Agent legal opinions relating to the matters described Intercreditor Agreement) in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substancesuch Material Real Estate Asset, and from counsel, reports and other information reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryregarding environmental matters with respect to such Material Real Estate Asset. (b) With respect to any Person thatnew Subsidiary, subsequent to the Original Closing Dateeach Credit Party will promptly, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 60 days after such Person becomes a Subsidiary): of the acquisition or formation thereof, cause (i) cause such new 100% of the issued and outstanding Equity Interests of each directly owned Subsidiary to become a party to (other than any Foreign Subsidiary that is not organized under the Subsidiary Pledge Agreement and the Subsidiary Guarantee applicable law of Canada or any province or territory of Canada), and (ii) 65% (or such greater percentage that could not reasonably be expected to cause any material adverse tax consequences to the Credit Parties) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each directly owned Subsidiary that is a Foreign Subsidiary that is not organized under the applicable law of Canada or any province or territory of Canada to, in each case, be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Credit Documents or other security documents as the Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Credit Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of hypothec, deeds of trust and other documents and such other actions or deliveries of the type required by Section 3.1, as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Credit Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Credit Parties. Notwithstanding the foregoing, at any time after an Event of Default has occurred, each Credit Party will, upon the request of the Administrative Agent, cause each Foreign Subsidiary that is not a Credit Party, to become a Credit Party and a Subsidiary Guarantor and to grant Liens to the Administrative Agent on its assets and have the balance of its Equity Interests pledged (if not pledged at such time) to the Administrative Agent. (d) If any assets (including any real property or improvements thereto or any interest therein) are acquired by any Credit Party after the Closing Date (other than assets constituting Collateral under any Collateral Document that become subject to the Lien under such Collateral Document upon acquisition thereof), the Borrower will (i) promptly, and in any event within 10 days of the acquisition thereof, notify the Administrative Agent and the Lenders thereof and, to the extent required pursuant to the terms of the Collateral Documents, cause such assets to be subjected to a Lien securing the Obligations and (ii) promptly, and in any event within 60 days of the acquisition thereof (or such longer period as the Administrative Agent may agree in its sole direction), take, and cause each applicable Credit Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Required Lendersto grant and perfect such Liens, deliver to the Administrative Agent legal opinions relating to the matters including actions described in clause paragraphs (ia)(iii) immediately precedingand (c) of this Section, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to all at the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary expense of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderCredit Parties.

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

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

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

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

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

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

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

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

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

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

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

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

Additional Collateral. (a) Subject to the limitations in the proviso to the second sentence of Article V hereof and 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 obligations of the Credit Parties under the Loan Documents a first-priority 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 Security Instruments, which Lien will be created and perfected by and in accordance with the provisions of the Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Subject to the limitations in the proviso to the second sentence of Article V hereof and 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 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 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 contrary contained herein, after the Closing Date, the 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 satisfied and consummated, as applicable, semi-annually on April 30 and October 31 of each year for all Property acquired on or before the date 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. (b) Concurrently with the granting of the Lien or other action referred to in Section 6.09(a) above, upon the reasonable request of the Administrative Agent, the Borrower will provide to the Administrative Agent title information (including, without limitation, to the extent reasonably required by the Administrative Agent in consultation with the Borrower, acceptable title insurance policies, surveys and appraisals) in form and substance reasonably satisfactory to the Administrative Agent with respect to the Credit Party’s interests in such Properties. (c) With respect to any Capital Stock of any newly created new Material Subsidiary designated or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired defined as such after the Original Closing Date by in accordance with the terms of the definition thereof and the terms of this Agreement, the Borrower will, or any of its will cause the applicable Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectto, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Security Instruments as the Administrative Agent shall deem deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersLenders and Secured Affiliates, a Lien on perfected first priority security interest (subject only to Permitted Encumbrances) in the Equity Interests of such Capital Stocknew Material Subsidiary which is owned by the Borrower or a Pledging Subsidiary (except that a pledge of Equity Interests of a Foreign Subsidiary shall be limited to 65% of the total combined voting power of all classes of voting Equity Interests and 100% of all non-voting Equity Interests), (ii) deliver to the Administrative Agent the certificates representing such Equity Interests (as applicable), together with undated stock powers, in blank, executed and delivered by a Responsible Officer of such Credit Party or its general partner or other applicable governing entity, as the case may be, (iii) cause such new Material Subsidiary (other than a Foreign Subsidiary) (A) to become a party to the Guaranty and Collateral Agreement and (B) to take all such actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock grant to the Administrative Agent together for the benefit of the Lenders and Secured Affiliates, a perfected first priority security interest (subject only to Permitted Encumbrances) in such Material Subsidiary’s (other than a Foreign Subsidiary’s) right, title and interest in the Collateral (as such term is defined and described in the Guaranty and Collateral Agreement) with undated stock powers executed respect to such new Material Subsidiary, including, without limitation, authorizing (to the extent not previously authorized) the Administrative Agent to file UCC financing statements in blank thereforsuch jurisdictions as may be required by the Guaranty and Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent, and (iiiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (d) Without limiting the foregoing, concurrently with the delivery of any new Mortgage in accordance with Section 6.09(a) which is to be recorded in any jurisdiction outside the State of Texas, upon the reasonable request of the Administrative Agent, the Borrower shall not be required to grant will provide to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver an opinion addressed to the Administrative Agent legal opinions relating to for the matters described in clause (i) immediately preceding, which opinions shall be benefit of the Lenders in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent from local counsel reasonably acceptable to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreementstating that such Mortgage is valid, binding and no more than 65% of the Capital Stock of or equity interests enforceable in any Foreign Subsidiary of the Borrower or any of accordance with its Subsidiaries if more than 65% of the assets of terms and in legally sufficient form for recording in such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderjurisdiction.

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

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

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

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

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

Additional Collateral. In order to secure the prompt payment and performance as and when due of all of Lessee's obligations (aboth now existing and hereafter arising) With under all Equipment Schedules, Lessee hereby grants to Lessor a first priority security interest in the following (whether now existing or hereafter created): the equipment described on Schedule A attached hereto and all replacements, substitutions, accessions and proceeds (cash and non-cash), including the proceeds of all insurance policies, thereof (the "Additional Collateral"). Provided that Lessee is not then in Default, upon the expiration of the twelfth (12th) quarter of the original term of this Lease (the "Replacement Date"), Lessee shall have the option to replace some or all of the equipment described on Schedule A attached hereto with alternative collateral, on the following terms and conditions: if Lessee desires to exercise this option it shall give Lessor written notice at least thirty (30) days before the Replacement Date with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended first Equipment Schedule to be subject to the Lien created by any executed under this Lease, which notice shall include an itemization of the Pledge Agreements but alternative collateral proposed by Lessee and evidence reasonably satisfactory to Lessor that such proposed alternative collateral is of equal value and utility as the equipment described on Schedule A attached hereto which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected replaced; and such proposed alternative collateral shall otherwise be reasonably acceptable to Lessor. From and after consummation of such replacement in accordance with all applicable Requirements of Lawthe terms hereof, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions alternative collateral shall be in form and substance, and from counsel, reasonably satisfactory deemed to the Administrative Agentbe "Additional Collateral" hereunder. Notwithstanding In furtherance of the foregoing, the Borrower shall not be required Lessee irrevocably authorizes Lessor to grant record, at Lessee's expense, such Uniform Commercial Code financing statements with respect to the Administrative Agent Additional Collateral as Lessor may require. Lessee represents and warrants to Lessor that, upon filing of such Uniform Commercial Code financing statements describing the Additional Collateral in the State of Delaware, Lessor shall have a Lien upon first priority perfected security interest in the Capital Stock Additional Collateral. Lessee covenants and agrees that it shall perform all of any Immaterial Subsidiary. (bits obligations specified in Sections 7, 9, 10(a), 10(c), 10(d), 11, 14, 16, 17(a) With and 18(g) of the Lease with respect to any Person the Additional Collateral as fully as if each reference to "Equipment" in such Sections was a reference to the "Additional Collateral". In addition, Lessee covenants and agrees that, subsequent in the event of the loss of or damage to any item of the Additional Collateral, Lessee shall, at its sole cost and expense, promptly repair and restore, or replace, such item of the Additional Collateral to the Original Closing Date, becomes a direct or indirect Subsidiary condition of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party item immediately prior to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets occurrence of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderloss or damage.

Additional Collateral. (a) With respect Subject to any Capital Stock the provisions of Section 3.19(b) hereof, promptly upon the Trustee's request at the direction of the Holders of a majority in outstanding principal amount of the Securities, the Company shall grant, and shall cause each Restricted Subsidiary to grant, to the Trustee, for the ratable benefit of the Holders, a continuing security interest in and Lien upon all right, title and interest of the Company and each such Restricted Subsidiary in and to all or a portion (as shall be designated by the Trustee) of any newly created real or acquired personal property of the Company and each such Restricted Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after to the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be extent not already subject to the Lien created by any of the Pledge Trustee thereon. The Company shall use, and shall cause each such Restricted Subsidiary to use, its best efforts to assist the Trustee and the Holders in obtaining and perfecting such security interests and Liens, including, by (a) executing and delivering one or more Security Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute Mortgages and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or all such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Lawand instruments, including delivering all furnishing Opinions of Counsel (it being understood that no opinion with respect to priority of such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforsecurity interests and Liens need be rendered), and (iii) if requested by the Administrative Agent Trustee in connection therewith and (b) obtaining any third-party consents that may be necessary or required in connection therewith. All expenses incurred by the Required LendersCompany, deliver the Restricted Subsidiaries, the Trustee and the Holders (including reasonable legal fees and expenses of the foregoing) in connection with the granting, documentation and perfection of the security interests pursuant to this Section 3.19 shall be borne by the Company in an amount not to exceed $75,000 in the aggregate. Such opinions are to contain all customary qualifications, exceptions, and assumptions as Counsel to the Administrative Agent legal opinions relating Company deems appropriate and as are reasonably acceptable to the matters described in clauses (i) Trustee, and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory subject to any conditions precedent as may be deemed appropriate by Counsel to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant Company and acceptable to the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiaryTrustee. (b) With respect Notwithstanding paragraph (a) of Section 3.19 hereof, the Company shall not be obligated to any Person thatgrant, subsequent and shall not be obligated to cause its Restricted Subsidiaries to grant, to the Original Closing DateTrustee, becomes a direct or indirect Subsidiary for the ratable benefit of the BorrowerHolders, promptly (a continuing security interest in and in Lien upon any event within 30 days after such Person becomes a Subsidiary): of the Company's or its Restricted Subsidiaries' assets consisting of inventory, accounts' receivable or customer lists, if prior to September 30, 2001 (i) cause such new Subsidiary the Company and its Restricted Subsidiaries, in good faith, (A) have, subject to become Section 3.4, executed and delivered a party working capital credit facility and (B) have, subject to Section 3.7, granted to the Subsidiary Pledge Agreement lenders (or an agent on behalf of itself and such lenders) under such working capital credit facility a continuing security interest in and Lien upon the Subsidiary Guarantee Company's or its Restricted Subsidiaries' assets consisting of inventory, accounts' receivable or customer lists and (ii) if requested such working capital credit facility has become effective by the Administrative Agent or the Required Lenders, deliver its terms. Any assets not granted to the Administrative Agent legal opinions relating lenders under such working capital credit facility may, upon the Trustee's request at the direction of the Holders of a majority in outstanding principal amount of the Securities, be subject to a continuing security interest and Lien granted to the matters described in clause (i) immediately precedingTrustee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to for the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary ratable benefit of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderHolders.

Additional Collateral. Not later than sixty (a60) With respect days (or such longer date as may be reasonably agreed by the Collateral Trustee upon receiving written instruction, advice or concurrence of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it deems appropriate) after the acquisition or creation by any Capital Stock Restricted Collateral Subsidiary of any newly created asset (including Intellectual Property but only to the extent that a second priority perfected Lien would have been required under the terms of the Notes Security Documents granted by Maxeon Solar Pte. Ltd. had such Intellectual Property been registered under the name of Maxeon Solar Pte. Ltd.), except for any asset that constitutes Excluded Assets, that is material to the business or acquired Subsidiary or any newly issued Capital Stock operations of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of Company and its Subsidiaries that is intended taken as a whole, which asset would not automatically be subject to the Collateral Trustee’s second priority perfected Lien pursuant to pre-existing Notes Security Documents due to restrictions under applicable laws or regulations, the applicable Restricted Collateral Subsidiary shall, to the extent practicable under applicable law cause such asset to be subject to a second priority perfected Lien (subject to the Priority Liens, any lien permitted under the Priority Lien created by Debt Documents, and any limitations required under the applicable law and/or, if applicable, the exclusions set forth in the relevant Notes Security Document(s)) in favor of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, Collateral Trustee for the benefit of the Lenders, a Lien on Notes Secured Parties and take such Capital Stock, (ii) take all actions as shall be necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if reasonably requested by the Administrative Agent Collateral Trustee to grant and perfect or the Required Lendersrecord such second priority Lien, deliver in each case to the Administrative Agent legal opinions relating extent practicable under the applicable law; provided that this Section 3.18 shall not apply to the matters described in clauses (iextent such assets are of the type over which Liens are permitted under Section 3.12(G) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to Section 3.12(K); provided further that the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect applicable Restricted Collateral Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute cause such asset to be subject to a Subsidiary Guarantee or Subsidiary Pledge Agreementsecond priority perfected Lien (subject to the Priority Lien, and no more than 65% any lien permitted under the Priority Lien Debt Documents, any limitations required under the applicable law, the exclusions set forth in the relevant Notes Security Document(s), if applicable, the terms of the Capital Stock of or equity interests in any Foreign Subsidiary Indenture and/or the terms of the Borrower or any of its Subsidiaries if more than 65% Intercreditor Agreement) in favor of the assets Collateral Trustee for the benefit of the Notes Secured Parties and/or take such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), actions as shall be required necessary or reasonably requested by the Collateral Trustee to be pledged hereundergrant and perfect or record such second priority Lien, in each case to the extent practicable under the applicable law, pursuant to this Section 3.18, only if any such asset becomes part of the collateral securing the Priority Lien Secured Obligations.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Effective Date by the Borrower or any of its Subsidiaries that is intended to be subject to or previously encumbered assets of the Lien created by Borrower or any of the Pledge Agreements but its Subsidiaries which is not so subjectbecome unencumbered (other than any assets described in paragraph (b) of this subsection), promptly (and in any event within 30 10 days after the acquisition thereofthereof or after any such asset becoming unencumbered): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents documents, if any, as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions actions, if any, necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person thatCapital Stock acquired after the date hereof by the Borrower or any of its Subsidiaries (other than, subsequent prior to and for so long as the Garden Programming Loan Agreement is in effect, Garden Programming), promptly: (i) execute and deliver to the Original Closing DateAdministrative Agent, becomes for the benefit of the Lenders, such amendments to the relevant Pledge Agreement or such other documents, if any, as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a direct Lien on such Capital Stock which is owned by the Borrower or indirect any of its Subsidiaries, (ii) deliver to the Administrative Agent (A) the certificates, if any, representing such Capital Stock, together with undated stock powers executed and delivered in blank by an authorized officer of the General Partner or such Subsidiary, as the case may be, or (B) if such Capital Stock is issued by or in respect of a partnership or limited liability company, a transaction statement confirming that such issuer has registered the pledge of its Capital Stock on its books, (iii) if the Capital Stock is issued or acquired by a Subsidiary of the BorrowerBorrower acquired or created after the Effective Date (this provision creating no implication that the Borrower is permitted to create or acquire such Subsidiary), promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary (A) to become a party to the Subsidiary Guaranty, in each case pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable to create a duly perfected Lien in such Capital Stock and all assets of such Subsidiary in accordance with all applicable Requirements of Law, including entering into a Credit Party Pledge Agreement and a Credit Party Security Agreement and the Subsidiary Guarantee filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (iiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (c) Once the foregoingloans and all other amounts payable under the Garden Programming Loan Agreement have been paid in full and the Garden Programming Loan Agreement is no longer in effect, no Immaterial promptly cause Garden Programming to become party to the Subsidiary or Foreign Subsidiary Guaranty, the Credit Party Security Agreement and the Credit Party Pledge Agreement and upon execution of the Borrower such documents, Garden Programming shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination deemed to be made on a Credit Party for all purposes under this Agreement and the basis of fair market value), shall be required to be pledged hereunderother Credit Documents.

Additional Collateral. (a) With respect US Credit Parties shall cause each Subsidiary of any US Credit Party not in existence on the Original Effective Date (other than any Foreign Subsidiary) to execute and deliver to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any all of the Pledge Agreements but which is not so subjectRevolving Administrative Agent, LC Facility Administrative Agent, Accounts Collateral Agent and/or the LC Facility Collateral Agent (as specified below) promptly (and in any event within 30 3 days after the formation, acquisition thereof): or change in status thereof (iA) execute a signed counterpart of this Agreement as a US Borrower and deliver a signed counterpart of the Amended and Restated Security Agreement as an Assignor, (B) an Opinion of Counsel in form and substance satisfactory to each Administrative Agent as to the due execution and delivery of this Agreement and the Amended and Restated Security Agreement, the ability of such Subsidiary to perform all of its obligations hereunder and thereunder and perfection and creation of Liens on Collateral as such Administrative Agent may reasonably request in respect of complying with any legend on any such amendments certificate or any other matter relating to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforshares, and (iiiC) if such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by any such Agent in order to create, perfect, establish the Administrative Agent first priority of or otherwise protect any Lien purported to be covered by any such Financing Agreement or otherwise to effect the Required Lendersintent that such Subsidiary shall become bound by all of the terms, deliver covenants and agreements contained in the Financing Agreements applicable to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiaryUS Credit Party. (b) With respect Credit Parties shall cause each Subsidiary of any Credit Party that is not in existence on the Original Effective Date and which is organized under the laws of Canada or any province thereof to execute and deliver to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary all of the Borrower, Revolving Administrative Agent or Canadian Collateral Agent promptly (and in any event within 30 3 days after such Person becomes the formation, acquisition or change in status thereof (A) a Subsidiary): signed counterpart of this Agreement in the capacity of a Canadian Borrower, (iB) cause such new Subsidiary an Opinion of Counsel in form and substance satisfactory to become a party Revolving Administrative Agent as to the Subsidiary Pledge due execution and delivery of this Agreement and the ability of such Subsidiary Guarantee and (ii) if requested by to perform all of its obligations hereunder of such Subsidiary as the Revolving Administrative Agent or the Required LendersCanadian Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, deliver to the (C) any Canadian Security Documents, if applicable, and (D) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by such Revolving Administrative Agent legal opinions relating or Canadian Collateral Agent in order to create, perfect, establish the matters described in clause (i) immediately preceding, which opinions first priority of or otherwise protect any Lien purported to be covered by any such Financing Agreement or otherwise to effect the intent that such Subsidiary shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary become bound by all of the Borrower shall be required terms, covenants and agreements contained in the Financing Agreements applicable to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderCanadian Borrower.

Additional Collateral. (ai) With Subject to the limitations set forth or referenced in this Indenture, applicable law and any exceptions set forth in the Collateral Documents, the Issuer and each Guarantor will cause the issued and outstanding Capital Stock (other than Excluded Capital Stock) of each Subsidiary directly owned by the Issuer or any Guarantor to be subject at all times to a first priority (subject to the Intercreditor Agreement and to other Permitted Liens), perfected Lien in favor of the Notes Collateral Agent pursuant to the terms and conditions of this Indenture and the other Collateral Documents. (ii) Subject to the limitations set forth or referenced in this Indenture, applicable law and any exceptions set forth in the Collateral Documents, the Issuer and each Guarantor will cause, except with respect to any Capital Stock intercompany Indebtedness, all evidences of any newly created or acquired Subsidiary Indebtedness for borrowed money that is owing to the Issuer or any newly issued Capital Stock Guarantor to be evidenced by a duly executed promissory note and pledged and delivered to the Notes Collateral Agent under the Security Agreement and accompanied by instruments of any existing Subsidiary acquired after transfer with respect thereto endorsed in blank. (iii) Each of the Original Closing Date by Issuer and each Guarantor agrees that all Indebtedness of the Borrower or any Issuer and each of its Subsidiaries that is intended to be subject owing to the Lien created Issuer or any Guarantor shall be evidenced by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingan intercompany note, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), promissory note shall be required to be pledged hereunderand delivered to the Notes Collateral Agent under the Security Agreement and accompanied by instruments of transfer with respect thereto endorsed in blank. (b) In furtherance of Section 4.16(b) hereof, but subject to the limitations set forth or referenced in this Indenture, applicable law and any exceptions set forth in the Collateral Documents, and without limiting the foregoing, the Issuer and each Guarantor will execute and deliver to the Notes Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries, as applicable (including the delivery of the Real Property Collateral Requirements), which may be required by law or which the Notes Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this Indenture and the other Collateral Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Issuer and the Guarantors. (c) Subject to the limitations set forth or referred to in this Indenture, applicable law and any exceptions set forth in the Collateral Documents, if any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Issuer or any Guarantor after the Issue Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien in favor of the Notes Collateral Agent upon acquisition thereof), the Issuer will, as soon as reasonably practicable, notify the Notes Collateral Agent in writing thereof, and the Issuer or such Guarantor will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Notes Collateral Agent to grant and perfect such Liens, including actions described in paragraph (b) of this Section 13.13, all at the expense of the Issuer and the Guarantors. (d) [Reserved]. (e) Notwithstanding anything to the contrary contained herein, the Issuer and the Guarantors shall not be required to include as Collateral any Excluded Assets.

Additional Collateral. (a) With respect to any Capital Stock Upon the existence of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectcircumstances described in this Section, the Parent, Borrowers and the Restricted Subsidiaries shall promptly (and in any event within 30 days after 10 Business Days following the acquisition thereof): (i) request of the Administrative Agent execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents additional Collateral Documents as may be requested by the Administrative Agent shall deem necessary or advisable (to the extent relevant, substantially in the form of any existing Collateral Documents), as may be reasonably required by the Administrative Agent to grant and perfect Liens in favor of the Administrative Agent on the related Property: (a) Upon the acquisition by any Parent, Borrowers or any Restricted Subsidiary after the Closing Date of any Real Property having (i) a purchase price, or (ii) a combination of purchase price and anticipated capital expenditures in connection with such Real Property, in excess of $50,000,000, a Deed of Trust with respect thereto, together with such title insurance as may be requested by the Administrative Agent, (b) Upon any other parcel of Real Property (not otherwise covered by a Deed of Trust) generating EBITDA in any fiscal year in excess of $10,000,000, a Deed of Trust with respect thereto, together with such title insurance as may be reasonably requested by the Administrative Agent; (c) Within 45 days following the Closing Date, a Deed of Trust in respect of each parcel of real property described on Schedule 6.13, together with such title insurance as may be requested by the Administrative Agent; (d) Substantially concurrently with the creation of any deposit, brokerage or other similar account by Parent, enter into a control agreement, in form and substance acceptable to the Administrative Agent, with respect thereto; (e) Promptly upon obtaining all Gaming Board or other Governmental Agency approval required for the benefit any Parent, Borrower or Sibling Guarantor to pledge its shares or other equity interests of the Lenders, any gaming licensee which is a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock Restricted Subsidiary to the Administrative Agent together to secure the Obligations pursuant to the Pledge Agreement (which Parent agrees to use its best efforts to obtain), deliver all share or membership certificates with undated stock powers executed respect to such gaming licensee to the Administrative Agent; (f) Concurrently with the acquisition or construction thereof, any other asset or group of assets (other than Real Property) having a value in blank thereforexcess of $25,000,000; and (g) Prior to the dates described in the Pledge Agreement, the Pledged Collateral described on Schedules 2 and 3 to the Pledge Agreement (iii) if requested by as to which certain approvals of Gaming Boards are required). Concurrently with the execution and delivery of any such Collateral Documents, Parent, the Borrowers and the Restricted Subsidiaries shall provide to the Administrative Agent such appraisals, environmental reports, surveys, opinions, abstracts of title or other assurances as the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, Requisite Lenders may reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryrequest. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

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

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

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

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

Additional Collateral. (a) With respect The Company and the Guarantor shall use their best efforts to any Capital Stock of any newly created deliver or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended cause to be subject delivered to the Lien created by any of Collateral Agent the Pledge Agreements but which is not so subjectfollowing items on or before February 1, promptly (2002, and in any event within 30 days after shall deliver or cause to be delivered to the acquisition thereof): Collateral Agent the following items on or before the later of (a) 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 to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative AgentSubsidiary Subordination Agreement executed by Kenwood Silver Company, for the benefit of the Lenders, a Lien on such Capital StockInc., (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be instruments in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingCollateral Agent pursuant to which Kenwood Silver Company, the Borrower Inc. shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver Security Documents granting to the Administrative Collateral Agent legal opinions relating 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 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 matters described satisfaction of the Collateral Agent to evidence the form of such policies to be delivered with respect to the Mortgages) in clause (i) immediately precedingstandard ALTA form, which opinions shall be in form and substance, and from counsel, reasonably issued by a title insurance company satisfactory to the Administrative Agent. Notwithstanding Collateral Agent in an amount not less than the foregoing, no Immaterial Subsidiary or Foreign Subsidiary amount of the Borrower 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 be required 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 execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, the Collateral Agent showing the courses and no more than 65% distances of all boundaries of the Capital Stock Mortgaged Property and the location of all improvements, fences, driveways, encroachments and easements affecting or equity interests appurtenant to the Mortgaged Property, with the surveys certified to the Collateral Agent and the title insurance company, (vi) a report from an independent real estate appraisal firm acceptable to the Collateral Agent certifying to the Collateral Agent the orderly liquidation value of Guarantor's main plant and knife plant in any Foreign Subsidiary Sherrill, New York and the main plant of Buffalo China, Inc. in Buffalo, New York, (vii) insurance certificates in form satisfactory to the Borrower Collateral Agent naming the Collateral Agent a loss payee or any of its Subsidiaries if more than 65% of mortgagee (as the case may be) with respect to the assets of Kenwood Silver Company, Inc. and the Mortgaged Property, and (viii) such Subsidiary are securities other instruments and documents as the Collateral Agent may reasonably request incidental to any of foreign companies (such determination 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 made delivered to the Collateral Agent the foregoing items as and when they become available, including, without limitation, Mortgages on each parcel comprising the basis Mortgaged Property without the necessity of fair market value)waiting until the title insurance policies, surveys and other required documents with respect to all Mortgaged Property shall be required become available. 10.6. Section 7.1(h) of the Note Agreement is amended to be pledged hereunder.read as follows:

Additional Collateral. (a) In the event that any Credit Party acquires a Material Real Estate Asset after the Closing Date or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset due to a material renovation of or addition to such Real Estate Assets 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 take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, with respect to each such Material Real Estate Asset identified in Schedule 5.12 of this Agreement. (b) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary property acquired after the Original Closing Date by the Borrower any Credit Party (other than (i) any property acquired by any Immaterial Subsidiary, or (ii) any of its Subsidiaries property that is intended not required to be become subject to Liens in favor of Collateral Agent pursuant to the Lien created Credit Documents) that has an individual fair market value (as determined in good faith by any Borrowers) in excess of $1,000,000 as to which Collateral Agent, for the benefit of the Pledge Agreements but which is Secured Parties, does not so subjecthave a perfected Lien, such Credit Party shall promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements applicable Collateral Document or such other documents as the Administrative Collateral Agent shall deem deems necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a Lien on security interest in such Capital Stockproperty, (ii) take all actions necessary or advisable to cause grant to Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Lien to be duly perfected in accordance with all applicable Requirements of Lawproperty, including delivering all the filing of UCC financing statements (or the equivalent thereof in other applicable jurisdictions) in such original certificates jurisdictions as may be required by the applicable Collateral Document or by law and, in the case of Intellectual Property, the recordation of an agreement evidencing the security interest created in such Capital Stock Intellectual Property suitable for recordation in the USPTO or the USCO, as applicable, or such other instrument in form and substance reasonably acceptable to the Administrative Agent together with undated stock powers executed in blank thereforAgent, or as may be requested by Collateral Agent, and (iii) if reasonably requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be customary in form and substance, substance and from counsel, counsel reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (bc) With The provisions of this Section 5.10 with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (Borrowers and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), that is a Guarantor shall be required subject in all respects to be pledged hereunderthe Agreed Security Principles set forth in Exhibit D hereto.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary assets (or any newly issued Capital Stock of any existing Subsidiary interest therein) acquired after the Original Closing Date by the Borrower Company or any of its Restricted Subsidiaries that is intended are of the type and, in the case of real property or leasehold interests, of substantially similar value to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectproperties or interests covered by any Security Documents, promptly (and in any event within 30 days after the acquisition thereof): (iA) execute and deliver to the applicable Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the such Administrative Agent shall deem necessary or advisable to grant to the such Administrative Agent, for the benefit of the Lenders, if the assets are located in a jurisdiction other than Canada, or the Canadian Revolving Credit Lenders, if the assets are located in Canada, a Lien on such Capital Stockassets (or such interest therein), (iiB) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements and the recording of Mortgages in such original certificates evidencing jurisdictions as may be requested by such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iiiC) if requested by the such Administrative Agent or the Required LendersAgent, deliver to the such Administrative Agent legal opinions relating to the matters described in clauses (iB) and (iiC) 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. Notwithstanding In addition, in the foregoingevent that any assignment to an Assignee by any Canadian Revolving Credit Lender is effected pursuant to subsection 11.6(b), the Canadian Borrower shall not promptly cause to be required executed and delivered such amendments to grant any Security Documents relating to Liens evidenced by filings or registrations in the Administrative Agent a Lien upon Province of Quebec as such Transferee shall request to comply with any requirement of Quebec law that the Capital Stock names of any Immaterial Subsidiaryall secured parties be listed on security documents covering property in Quebec. (b) With respect (provided 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 any Person that, subsequent secure the obligations of the Canadian Borrower hereunder and under the other Loan Documents to the Original Closing DateCanadian Revolving Credit Lenders), becomes of such Restricted Subsidiary which is owned by the Company or any of its Restricted Subsidiaries, (ii) deliver to such Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a direct or indirect Subsidiary duly authorized officer of the BorrowerCompany or such Restricted Subsidiary, promptly as the case may be, (and iii) in the case of any event within 30 days after such Person becomes a domestic Restricted Subsidiary): (i) , cause such new Restricted Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and the Subsidiary 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 satisfactory to such Administrative Agent, and (iiB) 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 the such Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the such Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

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

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

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Restatement Effective Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) or (c) of this subsection and (y) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Restatement Effective Date, becomes a direct or indirect Subsidiary Subsidiary, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Agent: (i) execute and deliver to the Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the applicable Stock Pledge Agreement as the Agent shall deem necessary or advisable to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to a Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Subsidiary Pledge Agreement and the Subsidiary Guarantee Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by such Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. . (c) Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary constituting a "controlled foreign corporation," as defined in Section 957 of the Borrower Code, shall be required to execute deliver any guaranty of the Loan Obligations or grant a security interest in any of its property to secure any such guaranty, and neither Borrower nor any of its Subsidiaries shall be required to pledge more than sixty-five percent (65%) (or other applicable greater percentage) of the voting equity securities of any such Foreign Subsidiary Guarantee as security for the Loan Obligations, to the extent, in any such case, such guaranty or granting, or a pledge of additional equity securities, would result in material and adverse tax consequences to Borrower under Section 956 of the Code as determined by Agent in its good faith determination. (d) Notwithstanding anything to the contrary in this subsection 5.10, paragraphs (a) and (b) shall not apply to any property or Domestic Subsidiary created or acquired after the Restatement Effective Date, as applicable, to which the Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. (e) If the Borrower or any Subsidiary creates any initial or additional Lien pursuant to subsection 6.3(l) upon any of its property, assets or revenues to secure Indebtedness incurred under subsection 6.2(i), such Borrower or Subsidiary Pledge Agreementshall simultaneously (i) grant a first priority Lien on such property, assets or revenues to secure the Loan Obligations and no more than 65% (ii) shall enter into an intercreditor and subordination agreement with the to-be-holders of such Indebtedness and the Agent, for the benefit of the Capital Stock Lenders, in form and substance satisfactory to the Agent. If any Subsidiary that is not a Guarantor guarantees the payment of or equity interests in any Foreign Subsidiary Indebtedness incurred under subsection 6.2(i) of the Borrower or any of its Subsidiaries if more than 65% of the assets of Subsidiary, then such Subsidiary are securities of foreign companies (such determination shall simultaneously become a party to be made on the basis of fair market value), shall be required to be pledged hereundera Security Agreement and a Guarantor.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (including the Stock of newly created or acquired Subsidiaries) that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) of this Section and (y) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Subsidiary, promptly: (i) execute and deliver to the Administrative Agent, for the benefit of the BorrowerLenders, promptly such amendments to the Subsidiary Pledge and Security Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in any event within 30 days after blank by a duly authorized officer of the Borrower or such Person becomes a Subsidiary): , as the case may be, (iiii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and Security Agreement, the Subsidiary Guarantee and the Mortgages delivered pursuant to clause (iiB) below, in each case pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, (B) to deliver to the Documentation Agent Mortgages in form and substance reasonably satisfactory to the Documentation Agent with respect to all real property of such Subsidiary, and (C) to take all actions necessary or advisable to cause each Lien created by the Subsidiary Pledge and Security Agreement and the Mortgages delivered pursuant to clause (B) above to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of Holdings or the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge and Security Agreement, and no more than 65% of the Capital Stock capital stock of or equity interests in any Foreign Subsidiary of the Borrower Borrower, Holdings or any of its their Subsidiaries, or any other of their Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder. (c) As promptly as practicable, but in any event within 120 days following the Closing Date, the Borrower shall have delivered to the Administrative Agent (A) a Mortgage with respect the real property described in Part I of Schedule 6.10, executed and delivered by a duly authorized officer of the mortgagor party thereto, with a counterpart or a conformed copy for each Lender and (B) legal opinions from local counsel in the jurisdiction of such Mortgage relating to such Mortgage and the perfection of Liens created by the Security Documents on personal property located in such jurisdiction, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) As promptly as practical, but in any event within 120 days following the Closing Date, the Borrower shall have delivered to the Administrative Agent and the Title Insurance Company maps or plats of an as-built survey of the sites of the property covered by each Mortgage set forth on Part II of Schedule 6.10 certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites or necessary or desirable to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, a legend relating the survey to said map. (e) As promptly as practical, but in any event within 120 days following the Closing Date, the Borrower shall deliver to the Administrative Agent in respect of each parcel covered by each Mortgage set forth on Part II Schedule 6.10 a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date reasonably satisfactory to the Agents. Each such policy shall (A) be in an amount reasonably satisfactory to the Agents; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such parcel free and clear of all defects and encumbrances, except for liens permitted by clauses (a), (e), (f) and (g) of the definition of Permitted Liens and such other liens and defects as may be approved by the Agents; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1992; (F) contain such endorsements and affirmative coverage as the Agents may reasonably request and (G) be issued by title companies satisfactory to the Agents (including any such title companies acting as co-insurers or reinsures, at the option of the Agents). The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, and all charges for mortgage recording tax, if any, have been paid. (f) As promptly as possible, but in any event within 120 days following the Closing Date, the Borrower shall deliver to the Administrative Agent a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in subsection 6.10(d) and a copy, certified by such parties as the Agents may reasonably deem appropriate, of all other documents affecting the property covered by each Mortgage set forth on Schedule 6.10. (g) As promptly as possible, but in any event within 120 days following the Closing Date, if required pursuant to Regulation H of the Board of Governors of the Federal Reserve System ("Regulation H") the Borrower shall deliver to the Administrative Agent (A) a policy of flood insurance which (1) covers the parcel of improved real property which is encumbered by the Mortgage with respect to the real property set forth on Part I of Schedule 6.10, (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage which is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not earlier than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3)

Additional Collateral. (a) With Subject to subsection 7.9(e), with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower Company or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (but, in any event, excluding (x) any assets described in paragraph (b) or (c) of this subsection, (y) immaterial assets and (z) Receivables Facility Assets), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be reasonably requested by the Administrative Agent. (b) With respect to any Person that is or becomes a Subsidiary (other than (y) any Foreign Subsidiary or (z) any Receivables SPV) that has material assets, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Pledge Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Company or such Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Subsidiary Security Agreement or such comparable documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable to cause the Lien created by the Subsidiary Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. (c) With respect to any Person that is or becomes a Foreign Subsidiary and that has material assets, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the relevant Pledge Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock, and if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (d) Within 10 days of the foregoingClosing Date, the Borrower Administrative Agent shall not have received (i) fully executed counterparts of deeds of trust, leasehold deeds of trust, mortgages, leasehold mortgages and similar documents in each case in form and substance reasonably satisfactory to the Administrative Agent and substantially in the form of Exhibit M (each a "MORTGAGE" and collectively, the "MORTGAGES") covering all the Mortgaged Properties, and arrangements reasonably satisfactory to the Administrative Agent shall be in place to provide that counterparts of such Mortgages shall be promptly recorded upon execution in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, effectively to create a valid and enforceable first priority Lien, subject only to Permitted Liens, on each Mortgaged Property in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Lenders, (ii) a lender's title insurance policy, paid for by the Company, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, insuring each Mortgage as a first lien on the relevant Mortgaged Property and subject only to Liens expressly agreed to by the Administrative Agent and (iii) such other documents (including without limitation, current ALTA/ASCM surveys of any parcel of Real Property made in accordance with ALTA/ASCM standards, including Table A, Items Nos. 1-4 and 6-13) as are reasonably required by the Administrative Agent. (e) Upon the request of the Administrative Agent, the Company will, and will cause its Domestic Subsidiaries to, promptly grant to the Administrative Agent a Lien upon Agent, within 60 days of such request, security interests and mortgages (an "ADDITIONAL MORTGAGE") in such owned Real Property of the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person Company and its Domestic Subsidiaries as are acquired after the Closing Date by the Company or such Subsidiary and that, subsequent to together with any improvements thereon, individually have a value of at least $5,000,000, as additional security for the Original Closing Date, becomes a direct or indirect Subsidiary obligations of the Borrower, promptly Credit Parties under any Credit Document (and in any event within 30 days after such Person becomes unless the subject property is already mortgaged to a Subsidiary): (i) cause such new Subsidiary to become a third party to the Subsidiary Pledge Agreement extent permitted by subsection 8.2). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Subsidiary Guarantee Administrative Agent and (ii) if shall constitute valid and enforceable perfected Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the Administrative Agent. The Additional Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. If requested by the Administrative Agent or the Required Lenders, deliver the Company shall provide a lender's title policy with respect to each such Additional Mortgage conforming to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary requirements of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market valuesubsection 7.9(d), shall be required to be pledged hereunder.

Additional Collateral. (a) With Subject to the terms of the Reimbursement Agreement, with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Effective Date by the Borrower or any of its Subsidiaries Subsidiary Guarantor that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in subsection 7.10 or paragraph (b), (c) or (d) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Agent a Lien on such Capital Stockassets, (ii) take all actions reasonably deemed necessary or advisable by the Administrative Agent to cause such Lien to be duly perfected (to the extent contemplated therein and in the other Loan Documents) in accordance with all applicable Requirements of Law, including delivering all including, without limitation the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together (it being agreed that no action shall be required pursuant to this clause (ii) to perfect a Lien (1) in assets that would not constitute UCC Filing Collateral or (2) in assets constituting UCC Filing Collateral if such perfection relates to assets constituting UCC Filing Collateral with undated stock powers executed in blank thereforan aggregate book value of less than $1,000,000), and (iii) with respect to assets constituting UCC Filing Collateral with a book value in excess of $1,000,000 that are perfected under the laws of any jurisdiction, if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Effective Date, becomes a direct Domestic Subsidiary (other than a Credit Card Subsidiary) promptly: (i) execute and deliver to the Administrative Agent a new pledge agreement or indirect such amendments to the relevant Pledge Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent a Lien on the Capital Stock of such Domestic Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrowerpledgor thereof, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (iiii) cause such new Domestic Subsidiary (A) to become a party to the Subsidiary Pledge Agreement Subsidiaries Guarantee and the Subsidiary Guarantee Subsidiaries Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (iiB) to take all actions reasonably deemed necessary or advisable by the Administrative Agent to cause the Lien created by the Subsidiaries Security Agreement to be duly perfected (to the extent contemplated therein and in the other Loan Documents) in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent (it being agreed that no action shall be required pursuant to this clause (iii) to perfect a Lien in assets that would not constitute UCC Filing Collateral or in assets constituting UCC Filing Collateral if such perfection relates to assets constituting UCC Filing Collateral with an aggregate book value of less than $1,000,000) and (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 or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (c) With respect to any Person that, subsequent to the foregoingEffective Date, no Immaterial Subsidiary or becomes a Foreign Subsidiary with a net worth in excess of $l,000,000 or Inventory with a book value in excess of $1,000,000, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the relevant Pledge Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests any such Subsidiary be required to be so pledged) and (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in any Foreign Subsidiary blank by a duly authorized officer of the Borrower or any of its Subsidiaries if more than 65% such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the assets jurisdiction of organization of such Foreign Subsidiary are securities as may be necessary or advisable to perfect such Lien on such Capital Stock. (d) If the Borrower or any Subsidiary Guarantor shall acquire any Investment Securities (other than Investment Securities of foreign companies any issuer aggregating less than $1,000,000) such Loan Party shall deliver certificates representing such Investment Securities to the Administrative Agent or its agent or custodian (or otherwise "transfer" such determination Investment Security (within the meaning of the applicable UCC) to be made on the basis of fair market value), Administrative Agent or its agent or custodian (or take such other action as shall be required to perfect the security interest of the Collateral in accordance with the applicable UCC)), together with, when necessary or appropriate, undated powers as provided in Section 2(b) of the Pledge Agreement, to be pledged hereunderheld by the Administrative Agent (or its agent or custodian) as Pledged Securities, subject to the terms of the Pledge Agreement, as collateral security for the Secured Obligations.

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

Additional Collateral. The Borrower will, and will cause Holdings to: (a) With with respect to any Capital Stock of any newly property constituting, or included in the definition of, Collateral that is acquired or created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing DIP Effective Date by any Credit Party, and as to which the Borrower or any of its Subsidiaries that is intended to be subject to Collateral Agent, for the Lien created by any benefit of the Pledge Agreements but which is Secured Parties, does not so subjecthave a perfected Lien, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments and/or supplements to the relevant Pledge Agreements this Agreement or such other documents as the Administrative Agent shall Majority Lenders deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a Lien on security interest in such Capital Stock, property and (ii) take all actions necessary or advisable to cause grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in such Lien to be duly perfected property having the priority specified in accordance with all applicable Requirements of LawSections 3.20 and 10.1, including delivering all the filing of UCC financing statements or comparable filings or registrations in such original certificates evidencing such Capital Stock jurisdictions as may be required by this Agreement or by law or as may be requested by the Majority Lenders; (b) with respect to any Subsidiary created or acquired after the DIP Effective Date by Holdings, promptly (to the extent not previously done) (i) execute and deliver to the Administrative Agent such amendments and/or supplements to the Credit Documents, by addendum signature page or otherwise, and execute such Ancillary Collateral Documents and other documents as the Majority Lenders deem necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest having the priority set forth in Sections 3.20 and 10.1 in the Equity Interests in such Subsidiary that is owned by Holdings, (ii) deliver to the Collateral Agent the certificates representing such Equity Interests, together with undated stock powers share transfer forms, in blank, executed in blank therefor, and delivered by a duly authorized officer of Holdings and (iii) if requested by the Administrative Agent or the Required Majority Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiaryMajority Lenders. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired In the event that within six months after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): 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 gran▇ ▇▇ ▇▇use 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 such amendments Agents (a) one or more supplements to the relevant Company Pledge Agreements or such other documents Agreement and Subsidiary Pledge Agreements, as the Administrative Agent case may be, granting First Priority Liens in all intercompany Indebtedness then outstanding which supplements shall deem necessary be in full force and effect, and all such intercompany Indebtedness shall be duly and validly pledged thereunder (or advisable to grant to the Administrative Agentextent not evidenced by any instrument, under the Security Agreement) to Agents for the ratable benefit of Lenders and certificates or other instruments representing such Indebtedness (to the extent such Indebtedness is evidenced by instruments), accompanied by instruments of transfer endorsed in blank, 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 effect (and all consents of third parties required for the effectiveness or enforceability of the Liens created by the Security Agreement, including the assignment of contract rights, shall be obtained), and each document (including each UCC financing statements and each filing with respect to intellectual property owned by Company and such Subsidiaries party to the Security Agreement) required by law or reasonably requested by Collateral Agent to be filed, registered or recorded in order to create in favor of Collateral Agent for the benefit of the LendersLenders a valid, a legal and perfected 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 Capital StockSubsidiaries (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) take all actions necessary or advisable each such Mortgage shall be filed and recorded in the recording office as specified by Agents, and, in connection therewith, Agents shall receive evidence satisfactory to cause them of each such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, filing and recordation and (iii) if Agents shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by Agents, insuring the Administrative Agent or the Required LendersMortgages as valid first Liens on such Mortgaged Properties, deliver 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 Administrative Agent legal opinions relating to terms of the matters described in clauses (i) Mortgage or as reasonably requested by Agents and (iid) immediately preceding, Assignments of Rent and Leases granting First Priority Liens in all Collateral purported to be covered thereby which opinions Assignment of Rents and Leases shall be in form full force and substance, 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 counsel, reasonably satisfactory each person required under the terms of any agreement to which Company and its Subsidiaries shall be party to consent to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant assignment pursuant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Security Agreement of the Borrower, promptly (rights of Company and such Subsidiaries under such agreement in any event within 30 days after order for such Person becomes a Subsidiary): (i) cause such new Subsidiary assignment to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, be effective which opinions 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. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be Liens required to be pledged hereundergranted under this subsection 6.9A. Administrative Agent shall also have received a copy of, or a certificate as to coverage under, the 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 Agent as additional insured, in form and substance satisfactory to Agents.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or assets acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired --------------------- after the Original Closing Date by the Borrower or any of its Restricted Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) or (c) of this subsection and (y) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or, in the case of real property, such Mortgages or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent Lien searches and legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent. (b) With respect to any Person that, subsequent to the Closing Date, becomes a Restricted Subsidiary (other than a Foreign Restricted Subsidiary), promptly upon the request of the Agent: (i) execute and deliver to the Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Global Security Agreement as the Agent shall deem necessary or advisable to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Restricted Subsidiary which is owned by the Borrower or any of its Restricted Subsidiaries, (ii) deliver to the Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such new Restricted Subsidiary (A) to become a party to the Global Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Agent, and (B) to take all actions necessary or advisable to cause the Lien created by the Global Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Agent and (iv) if requested by the Agent, deliver to the Agent legal opinions relating to the matters described in clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent. (c) With respect to any Person that, subsequent to the Closing Date, becomes a Foreign Subsidiary, promptly upon the request of the Agent: (i) execute and deliver to the Agent a new pledge agreement or such amendments to the Global Security Agreement as the Agent shall deem necessary or advisable to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Foreign Subsidiary which is owned by the Borrower or any of its Foreign Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Foreign Subsidiary be required to be so pledged), (ii) deliver to the Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Foreign Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Agent, deliver to the Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (bd) With Deliver to the Agent in respect of each parcel covered by each Mortgage executed and delivered to any Person that, the Agent subsequent to the Original Closing Datedate hereof pursuant to subsection 5.11(a), becomes a direct mortgagee's title policy (or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after policies) or marked up unconditional binder for such Person becomes a Subsidiary): insurance. Each such policy shall (i) cause such new Subsidiary to become a party be in an amount satisfactory to the Subsidiary Pledge Agreement Agent; (ii) be issued at ordinary rates; (iii) insure that the Mortgage insured thereby creates a valid first Lien on such parcel free and clear of all defects and encumbrances, except such as may be approved by the Subsidiary Guarantee Agent; (iv) name the Agent for the benefit of the Lenders as the insured thereunder; (v) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70); (vi) contain such endorsements and affirmative coverage as the Agent may request and (vii) be issued by title companies satisfactory to the Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Agent). The Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, and all charges for mortgage recording tax, if any, have been paid. (e) Deliver to the Agent a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in subsection 5.11(d) and a copy, certified by such parties as the Agent may deem appropriate, of all other documents affecting the property covered by each Mortgage executed and delivered to the Agent subsequent to the date hereof pursuant to subsection 5.11(a). (f) If requested by the Agent, deliver to the Agent in connection with each Mortgage executed and delivered to the Agent subsequent to the date hereof pursuant to subsection 5.11(a), (i) a policy of flood insurance which (A) covers any parcel of improved real property which is encumbered by such Mortgage, (B) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage which is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (C) has a term ending not earlier than the maturity of the indebtedness secured by such Mortgage and (ii) if requested by confirmation that the Administrative Agent or Borrower has received the Required Lenders, deliver notice required pursuant to the Administrative Agent legal opinions relating to the matters described in clause (iSection 208(e)(3) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of Regulation H of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% Board of Governors of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderFederal Reserve System.

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

Additional Collateral. (ai) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Should Borrower or any of its Subsidiaries purchase, otherwise acquire or own any Oil and Gas Property having a NYMEX value of $50,000 or more that is intended to be not already included in the Oil and Gas Property Collateral and the subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (an Oil and Gas Property Mortgage in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative favor of Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersLender Group, Borrower will grant or cause to be granted to Agent as security for the Obligations a first- priority Lien (subject only to Permitted Liens) on all of Borrower's or such Subsidiary's, as the case may be, interest in such Oil and Gas Properties not already subject to a Lien on of such Capital Stockan Oil and Gas Property Mortgage simultaneously with Borrower's or such Subsidiary's purchase, (ii) take all actions necessary acquisition or advisable to cause ownership of such Oil and Gas Property which Lien to will be duly created and perfected by and in accordance with the provisions of an Oil and Gas Property Mortgage and other security agreements and financing statements, or other security instruments, all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock in form and substance satisfactory to the Administrative Agent together with undated stock powers in its sole discretion and in sufficient executed in blank therefor, (and (iiiacknowledged where necessary or appropriate) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) counterparts for recording purposes; and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the should Borrower or any of its Subsidiaries if more than 65% purchase, otherwise acquire or own any Real Property that is not already included in the Real Property Collateral and the subject of a Real Property Mortgage in favor of Agent for the benefit of the assets Lender Group, Borrower will grant or cause to be granted to Agent as security for the Obligations a first-priority Lien (subject only to Permitted Liens) on all of Borrower's or such Subsidiary's, as the case may be, interest in such Real Property not already subject to a Lien of such Subsidiary a Real Property Mortgage simultaneously with Borrower's or such Subsidiary's purchase, acquisition or ownership of such Real Property which Lien will be created and perfected by and in accordance with the provisions of a Real Property Mortgage and other security agreements and financing statements, or other security instruments, all in form and substance satisfactory to Agent in its sole discretion and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes, (b) Concurrently with the granting of the Lien or other action referred to in Section 6.18(a) above as to Oil and Gas Property, Borrower will provide to Agent title information and a title opinion in form and substance satisfactory to Agent in its sole discretion with respect to Borrower's or such Subsidiary's, as the case may be, interests in such Oil and Gas Properties, and concurrently with the granting of the Lien or other action referred to in Section 6.18(a) above as to Real Property, Borrower will provide to Agent title information and a mortgagee title insurance commitment in form and substance satisfactory to Agent in its sole discretion with respect to Borrower's or such Subsidiary's, as the case may be, interests in such Real Property. (c) Borrower shall cause all of its present and future Subsidiaries that are securities of foreign companies (such determination 50% or more owned directly or indirectly by Borrower to be made on the basis of fair market value), shall be required to be pledged hereunderexecute a Guaranty Agreement and Security Agreements.

Additional Collateral. (a) With respect to any Capital Stock of any newly new Subsidiary created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by any Loan Party, such Loan Party shall, within thirty (30) days of the Borrower creation or acquisition of such Subsidiary: (a) cause such Subsidiary to become party to the applicable Security Documents and Guarantee; (b) cause such Subsidiary to deliver to the Administrative Agent and the Lenders all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (c) take such actions necessary or advisable to: (i) grant in favor of the Collateral Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable Lien in all right, title and interest of such Subsidiary in the Collateral of such Subsidiary, and cause such Lien described in this Section 7.13(c) to be a Perfected First Lien on all right, title and interest of such Collateral which can be perfected by the filing of a Uniform Commercial Code financing statement, subject to the existence and priority of such Liens permitted pursuant under Section 8.3; (ii) cause any Collateral of its Subsidiaries that is intended such Subsidiary included in a Borrowing Base at any time to be subject to a Perfected First Lien at such time, subject to the Lien created existence and, in the case of such Liens which are Permitted Borrowing Base Liens, the priority of such Liens permitted under Section 8.3; (iii) cause an Account Control Agreement for each Deposit Account, Security Account and Commodity Account of such Subsidiary to be executed and delivered by any of such Subsidiary and the Pledge Agreements but which is not so subjectbank, promptly broker or other Person maintaining such Deposit Account, Security Account or Commodity Account to the extent required by the Security Agreement; (iv) cause each such Subsidiary (and in any event within 30 days after Subsidiaries of such Subsidiary) (each, a “New Subsidiary”, and collectively, the acquisition thereof): “New Subsidiaries”) to promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant addenda required by Section 24 of the Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable Agreement to grant to the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on in the Capital Stock owned or to be owned by such Capital Stock, (ii) take all actions necessary or advisable to New Subsidiary and cause such Lien to be duly perfected in accordance with all applicable Requirements a Perfected First Lien, (ii) deliver, pursuant to Section 6(e) of Lawthe Pledge Agreement, including delivering all updated schedules to the Pledge Agreement reflecting the Capital Stock of each such original New Subsidiary that is owned, directly or indirectly, by such Loan Party and (iii) deliver to the Collateral Agent the certificates evidencing representing such Capital Stock to the Administrative Agent Stock, if any, together with undated stock powers powers, in blank, executed and delivered by a duly authorized officer of each such New Subsidiary; and (v) for Collateral of such Subsidiary located outside of the United States and included in blank therefor, the Borrowing Base and (iii) if otherwise reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

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

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

Additional Collateral. Not later than sixty (a60) With respect days (or such longer date as may be reasonably agreed by the Collateral Trustee upon receiving written instruction, advice or concurrence of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it deems appropriate) after the acquisition or creation by any Capital Stock Restricted Collateral Subsidiary of any newly created asset (including Intellectual Property but only to the extent that a second priority perfected Lien would have been required under the terms of the Notes Security Documents granted by Maxeon Solar Pte. Ltd. had such Intellectual Property been registered under the name of Maxeon Solar Pte. Ltd.), except for any asset that constitutes Excluded Assets, that is material to the business or acquired Subsidiary or any newly issued Capital Stock operations of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of Company and its Subsidiaries that is intended taken as a whole, which asset would not automatically be subject to the Collateral Trustee’s second priority perfected Lien pursuant to pre-existing Notes Security Documents due to restrictions under applicable laws or regulations, the applicable Restricted Collateral Subsidiary shall, to the extent practicable under applicable law cause such asset to be subject to a second priority perfected Lien (subject to the Priority Liens, any lien permitted under the Priority Lien created by Debt Documents, and any limitations required under the applicable law and/or, if applicable, the exclusions set forth in the relevant Notes Security Document(s)) in favor of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, Collateral Trustee for the benefit of the Lenders, a Lien on Notes Secured Parties and take such Capital Stock, (ii) take all actions as shall be necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if reasonably requested by the Administrative Agent Collateral Trustee to grant and perfect or the Required Lendersrecord such second priority Lien, deliver in each case to the Administrative Agent legal opinions relating extent practicable under the applicable law; provided that this Section 3.18 shall not apply to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary extent such assets are of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new type over which Liens are permitted under the Priority Lien Debt Documents; provided further that the applicable Restricted Collateral Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute cause such asset to be subject to a Subsidiary Guarantee or Subsidiary Pledge Agreementsecond priority perfected Lien (subject to the Priority Lien, and no more than 65% any lien permitted under the Priority Lien Debt Documents, any limitations required under the applicable law, the exclusions set forth in the relevant Notes Security Document(s), if applicable, the terms of the Capital Stock of or equity interests in any Foreign Subsidiary Indenture and/or the terms of the Borrower or any of its Subsidiaries if more than 65% Intercreditor Agreement) in favor of the assets Collateral Trustee for the benefit of the Notes Secured Parties and/or take such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), actions as shall be required necessary or reasonably requested by the Collateral Trustee to be pledged hereundergrant and perfect or record such second priority Lien, in each case to the extent practicable under the applicable law, pursuant to this Section 3.18, only if any such asset becomes part of the collateral securing the Priority Lien Secured Obligations.

Additional Collateral. (a) With respect to any Capital Stock Upon the existence of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectcircumstances described in this Section, the Parent, Borrowers and the Restricted Subsidiaries shall promptly (and in any event within 30 days after ten Business Days following the acquisition thereof): (i) request of the Administrative Agent execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents additional Collateral Documents as may be requested by the Administrative Agent shall deem necessary or advisable (to the extent relevant, substantially in the form of any existing Collateral Documents), as may be reasonably required by the Administrative Agent to grant and perfect Liens in favor of the Administrative Agent on the related Property: (a) Prior to the Commencement of any Substantial Project, a Deed of Trust with respect thereto, together with such title insurance as may be requested by the Administrative Agent, provided that this clause (a) shall not apply to Real Property associated with Native American projects; (b) Upon any other parcel of Real Property (not otherwise covered by a Deed of Trust) generating Adjusted EBITDA in any fiscal year in excess of $10,000,000, a Deed of Trust with respect thereto, together with such title insurance as may be reasonably requested by the Administrative Agent; (c) Substantially concurrently with the creation of any deposit, brokerage or other similar account by Parent, enter into a control agreement, in form and substance acceptable to the Administrative Agent, with respect thereto; (d) Promptly upon obtaining all Gaming Board or other Governmental Agency approval required for the benefit of the Lendersany Parent, Borrower or Sibling Guarantor to pledge its Equity Interests in any gaming licensee which is a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock Restricted Subsidiary to the Administrative Agent together to secure the Obligations pursuant to the Amended and Restated Pledge Agreement (which Parent agrees to use its best efforts to obtain), deliver all certificates with undated respect to such Equity Interests to the Administrative Agent; (e) Promptly following the Closing Date, deposit account control agreements, in form and substance acceptable to the Administrative Agent, with respect to each deposit or brokerage account identified on Schedule 4.21 which is not established with the Administrative Agent; and (f) Promptly and in any event within 180 days following the Closing Date, obtain all necessary approvals of Gaming Boards to the delivery of the stock powers executed of each Subsidiary of Parent which is a Nevada gaming licensee, it being understood that pending such approvals no Lien shall be created in blank thereforsuch shares. Concurrently with the execution and delivery of any such Collateral Documents, Parent, the Borrowers and (iii) if requested by the Restricted Subsidiaries shall provide to the Administrative Agent such appraisals, environmental reports, surveys, opinions, abstracts of title or other assurances as the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions Requisite Lenders may reasonably request provided that no title insurance shall be required in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock respect of any Immaterial Subsidiary. parcel of real property hereinafter acquired unless such real property is either (a) associated with a Substantial Project, or (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary generates annual EBITDA which is in excess of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder$10,000,000.

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

Additional Collateral. (a) With respect to any Capital Stock Real Property of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended Subsidiary, whether now owned or acquired after the date hereof, the Borrower or such Subsidiary shall, promptly upon request therefor by the Agent, grant or cause to be subject granted to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Mortgage Lien on such Capital Stock, (ii) take all actions necessary any or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to Real Property, upon terms substantially the Administrative Agent together with undated stock powers executed same as those set forth in blank thereforthe Mortgages, and (iii) if such other terms as may be reasonably requested by the Administrative Agent or the Required Lenders, deliver with respect 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 substanceparticular collateral, and from counselsubject only to those types of Liens permitted by Section 6.01; provided, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoinghowever, the that -------- ------- neither Borrower nor any Subsidiary shall not be required to grant to a Mortgage Lien on any such Real Property if the Administrative Agent granting of such Mortgage Lien would conflict with or constitute a default under any document or instrument creating a Lien upon permitted by Section 6.01(d). The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, and thereafter cause to be registered, filed or recorded, in each appropriate governmental office, any document or instrument deemed by the Capital Stock Lender to be necessary or desirable for the creation and perfection of any Immaterial Subsidiarythe foregoing Liens and shall pay all taxes and fees related to such registration, filing or recording. (b) With respect to Upon the creation or acquisition of any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the BorrowerBorrower after the date hereof, promptly (and in any event within 30 days after such Person becomes a Subsidiary): the Borrower shall immediately (i) cause such new Subsidiary to become a party pledge to the Agent for the benefit of the Lenders all of the issued and outstanding Capital Stock of such Subsidiary Pledge Agreement pursuant to a pledge agreement in form and substance satisfactory to the Subsidiary Guarantee Agent, and (ii) if requested by the Administrative Agent or the Required Lenders, cause each such Subsidiary to execute and deliver to the Administrative Agent legal opinions relating for the benefit of the Lenders the Subsidiary Guaranty, the Subsidiary Security Agreement and such other Collateral Documents as the Agent may request; provided, however, that the Agent -------- ------- hereby agrees to subordinate such Subsidiary's obligations under the matters described Subsidiary Guaranty to such Subsidiary's obligations with respect to any Permitted Seller Indebtedness incurred in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, connection with the acquisition of such Subsidiary on customary terms reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing. (c) Upon consummation of any Investment in excess of $100,000, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required pledge such Investment to execute a Subsidiary Guarantee or Subsidiary Pledge Agreementthe Agent for the benefit of the Lenders as additional Collateral, and no more than 65% shall take any and all action necessary to perfect and protect the lien or security interest created thereby. (d) Notwithstanding the foregoing provisions of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower this Section 5.09 or any other provision hereof, unless the Agent shall specifically waive this Section 5.09(d) in writing, all additional collateral consisting of its Subsidiaries if more than 65% of Real Property in California shall secure only the assets of such Subsidiary are securities of foreign companies (such determination to be made on Specified Mortgage Loan Obligations and all other additional collateral shall secure the basis of fair market value), shall be required to be pledged hereunderSenior Secured Obligations.

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

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

Additional Collateral. (a) With respect Concurrently herewith, and in consideration for the amendments and other accommodations agreed to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Bank pursuant to this Amendment, the Borrower or any of its Subsidiaries that is intended causing the New Guarantor, and the New Guarantor hereby agrees, to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments Bank a security agreement, pursuant to which the New Guarantor grants to the relevant Pledge Agreements or such other documents Bank, as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, security for the benefit of New Guarantor’s obligations under its Guaranty and the LendersBorrower’s Obligations under the Loan Documents, a Lien second priority lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected and security interest in accordance with all applicable Requirements certain pieces of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested artwork owned by the Administrative Agent or the Required LendersNew Guarantor (which lien and security interest shall be subject and subordinate to a first lien on and security interest in such artwork held by ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇▇”)), deliver to the Administrative Agent legal opinions relating to the matters all as more fully described in clauses such security agreement (collectively, the “Artwork Collateral”). The Artwork Collateral consists of (i) an original oil on canvas painting dated 1977 by ▇▇▇▇ ▇▇▇▇▇▇▇▇ entitled No Room at the End (in two parts) (“Artwork Collateral 1”), and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryan original oil on canvas painting dated 1959 by ▇▇▇▇▇ ▇▇▇▇▇▇▇ entitled Waikyakuko (“Artwork Collateral 2”). (b) With respect Promptly after the date hereof, the New Guarantor shall use commercially reasonable efforts to sell the Artwork Collateral through a reputable fine art dealer to one or more unrelated third party purchaser(s) for fair market value. The New Guarantor shall keep the Bank reasonably apprised of the status and progress of the New Guarantor’s efforts to sell the Artwork Collateral, and shall provide the Bank with reasonable prior written notice of the anticipated consummation of any Person such sale. All proceeds received from the sale of the Artwork Collateral shall be applied and distributed in accordance with the intercreditor agreement dated on or about the date hereof by and among the Bank, ▇▇▇▇▇▇▇▇▇, the Borrower and the New Guarantor. (i) The Borrower, the Guarantor and the New Guarantor specifically acknowledge and agree that it is the Bank’s expectation, and the Borrower’s intention, for the Bank to receive net proceeds of at least $3,000,000 in the aggregate from the sale of the Artwork Collateral, consisting of at least $2,000,000 from Artwork Collateral 1 and at least $1,000,000 from Artwork Collateral 2 (each, the “Minimum Required Paydown Amount”). (ii) To the extent that, subsequent to for any reason, the Original Closing Datenet proceeds actually received by the Bank from the sale of either item of the Artwork Collateral are less than the Minimum Required Paydown Amount for that item of Artwork Collateral, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party the Guarantor and/or the New Guarantor shall pay to the Subsidiary Pledge Agreement Bank, from their own funds and concurrently with the sale of that item of Artwork Collateral, an amount equal to the difference between the Minimum Required Paydown Amount for that item of Artwork Collateral and the Subsidiary Guarantee and (ii) if requested actual amount received by the Administrative Agent Bank from the sale of that item of Artwork Collateral. The Bank shall have no obligation to release its lien on or security interest in either item of Artwork Collateral unless and until the Bank has received the Minimum Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described Paydown Amount for that item of Artwork Collateral in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderavailable funds.

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

Additional Collateral. (a) With respect Subject to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired Section 5.11(e), after the Original Closing Date by Date, in the event any Loan Party acquires a fee interest or ground lease in any Real Estate with a fair market value in excess of $5,000,000 or acquires additional fee interests or ground leases in Real Estate such that the aggregate total fair market value of the Real Estate for such Loan Party exceeds $20,000,000, the Borrower shall, or any of its Subsidiaries that is intended to be subject to shall cause the Lien created by any of the Pledge Agreements but which is not so subjectrespective Loan Party to, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent a fully executed Mortgage over such amendments acquired Property in form and substance reasonably satisfactory to the relevant Pledge Agreements or Administrative Agent, together with such title insurance policies, surveys, appraisals, evidence of insurance, legal opinions, environmental assessments and other documents and certificates as shall be reasonably required by the Administrative Agent. To the extent any Loan Party entered into a new lease after the Closing Date for premises which the Borrower reasonably anticipates will contain Collateral (other than fixtures) with an aggregate fair market value in excess of $500,000, the Borrower shall forward, or shall cause to be forwarded, such lease to the Administrative Agent and, if reasonably requested by the Administrative Agent, cause a Collateral Access Agreement or similar landlord waiver and consent, in a form and substance reasonably satisfactory to the Administrative Agent, to be executed by the applicable Loan Party and the applicable landlord for the benefit of the Administrative Agent and the Lender and promptly delivered to the Administrative Agent. Subject to Section 5.11(e), the Borrower shall deem necessary or advisable (i) cause each Person, upon its becoming a Material Subsidiary (provided that this shall not be construed to constitute consent by any of the Lenders to any transaction not expressly permitted by the terms of this Agreement), promptly to guaranty the Obligations, pursuant to Section 5.11, and to grant to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a Lien on security interest in the real, personal and mixed Property of such Capital Stock, Person to secure the Obligations and (ii) take all actions necessary pledge, or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Lawpledged, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent, for the benefit of the Administrative Agent together and the Lenders, all of the Capital Stock of such Material Subsidiary, to secure the Obligations. The documentation for such guaranty, security and pledge shall be substantially similar to the Loan Documents executed concurrently herewith with undated stock powers executed in blank therefor, and (iii) if such modifications as are reasonably requested by the Administrative Agent Agent. Subject to Section 5.11(e), immediately after (i) the Acquisition and the date any of the Target or any of its Subsidiaries, as the Required Lenderscase may be, becomes a Subsidiary Loan Party, the Borrower shall use commercially reasonable efforts to deliver to the Administrative Agent legal opinions relating Agent, with respect to any lease entered into by such Subsidiary Loan Party for premises which the matters described Borrower reasonably anticipates will contain Collateral (other than fixtures) with an aggregate fair market value in clauses (i) excess of $500,000, a landlord waiver and (ii) immediately precedingconsent agreement, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding , executed by the foregoing, applicable landlord and the Borrower shall not be required to grant to applicable lessee for the benefit of the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to any become a “Subsidiary Guarantor” under the Guarantee and Collateral Agreement, (ii) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to become a “Grantor” under each relevant Collateral Agreement, (iii) cause the Capital Stock of any newly created or acquired such Wholly Owned Subsidiary or any newly issued to be pledged pursuant to the relevant Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary, no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% of the outstanding shares of voting stock of such Subsidiary, and (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables securitization to which such Receivables Entity is a party expressly prohibits such pledge) and (iv) except in the case of a Foreign Subsidiary or a Receivables Entity, take all steps required by the relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (b) If, as of any existing Collateral Date, any property of the Parent Borrower, any Subsidiary acquired Guarantor that is a “Grantor” under any Collateral Agreement or any Subsidiary that is required to become a “Grantor” pursuant to Section 5.11(a) (including any parcel of owned domestic real property having a fair market value in excess of $10,000,000 but excluding all other real property) is not already subject to a perfected first priority Lien (except as permitted by Section 6.3) in favor of the Administrative Agent or the Collateral Agent, as the case may be, the Parent Borrower will notify the Administrative Agent thereof, and, promptly after such Collateral Date, will cause such assets to become subject to a Lien under the relevant Security Documents and will take, and cause the relevant Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(b) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (c) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, after the Original Closing Date Release Date, no property other than Capital Stock shall be required to become Collateral. (d) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, the Administrative Agent and the Lenders shall not have Liens on (and shall, at the request and expense of the Parent Borrower, timely release any Liens on): (i) the assets transferred to a Receivables Entity and assets of such Receivables Entity and (ii) if the documentation relating to the Receivables securitization to which such Receivables Entity is a party expressly prohibits such a Lien, the Capital Stock or debt (whether or not represented by promissory notes) of or issued by a Receivables Entity to the Parent Borrower or any of its Subsidiaries that is intended to be subject to the Lien created Subsidiaries, in either case in connection with a Qualified Receivables Transaction or a European Receivables Securitization, as applicable, securing Indebtedness permitted by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiarySection 6.2(n). (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. If Borrower proposes to add more Mortgage Properties or Partnership Interest Properties, Borrower shall notify the Administrative Agent in writing not less than twenty (a20) With respect 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 Capital Stock member of the Glimcher Group of any newly created Project which will either not be encumbered by Secured Indebtedness or acquired Subsidiary will be encumbered by Secured Indebtedness that will permit the pledge of direct or any newly issued Capital Stock indirect ownership interests in the owner of such Project, (ii) the repayment in full of any existing Subsidiary acquired after the Original Closing Date Secured Indebtedness encumbering a Project which is currently owned by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any a member of the Pledge Agreements but 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 or (iii) the decision of Borrower to add a Project currently owned by a member of the Glimcher Group which is not encumbered by Secured Indebtedness (in each case under this clause (iii) and under clauses (i) and (ii), 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 any such New Subject Project which is proposed to be a Mortgage Property, 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 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 subjectapprove or object in writing to the addition of such New Subject Project within such fifteen (15) Business Day period, promptly 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. At the request of the Borrower, the Administrative Agent and the Lenders have, prior to the Agreement Execution Date, evaluated and preliminarily approved the addition of the Project commonly known as Colonial Park Mall located in Harrisburg, Pennsylvania as a Mortgage Property and the addition of the Project commonly known as ▇▇▇▇▇▇▇ ▇▇▇▇ in Ashland, Kentucky as a Partnership Interest Property subject to subsequent approval by the Required Lenders of the engineering and environmental reports on such Projects and of the Appraisal of the Colonial Park Mall and subsequent approval by the Administrative Agent of the other Initial Diligence items. Notwithstanding such pre-approval, (i) Borrower may, but is not obligated to, complete the addition of the Colonial Park Mall to the Collateral Pool at any event within 30 days time hereafter and (ii) Borrower may, but is not obligated to, complete the addition of the Ashland Mall to the Collateral Pool only from and after the date on which the Pledged Equity Interest relating to Polaris Towne Center has been released from the Collateral Pool in accordance with all conditions thereto pursuant to Section 2.3(b) below. Each 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 thereof): of such New Subject Project or the date of such repayment of such prior Secured Indebtedness or another date selected by Borrower, as the case may be, the Borrower shall (i) if such New Subject Project is unencumbered, cause the applicable Subsidiary owning such Project to (A) execute and deliver to the Administrative Agent such amendments a Joinder Agreement with respect to the relevant Pledge Agreements Subsidiary Guaranty (unless such Subsidiary has already executed or such other documents as joined in the Administrative Agent shall deem necessary or advisable to grant to the Administrative AgentSubsidiary Guaranty), for the benefit of the Lenders(B) execute, deliver and record a Lien Mortgage on such Capital StockNew Subject Project, (iiC) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described a lender’s policy of title insurance (with such coverages and endorsements as Administrative Agent may reasonably require) insuring such Mortgage in clauses (i) such amount and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, as is reasonably satisfactory to the Administrative Agent. Notwithstanding , together with an opinion of local counsel as to the foregoingform of such Mortgage similar to those opinions delivered under Section 4.1 with respect to the initial Mortgages, (D) approve for filing UCC-1 Financing Statements prepared by the Borrower shall Administrative Agent with respect to any related personal property, (E) not be required later than ninety (90) days after the addition of such New Subject Project to grant the Collateral Pool, obtain and deliver to the Administrative Agent from those tenants at such Project having Major Leases, estoppel certificates and subordination, non-disturbance and attornment agreements in a form satisfactory to the Administrative Agent unless such requirement is waived by the Administrative Agent, or (ii) if such Project is encumbered by Secured Indebtedness, cause the applicable Subsidiary owning such Project to (A) execute and deliver to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With Joinder Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and Guaranty (unless such Subsidiary has already executed or joined in the Subsidiary Guarantee Guaranty), (B) execute and deliver a Collateral Assignment with respect to the ownership interests in such Project in substantially the same form as the Collateral Assignment attached as Exhibit H-2 and (iiC) if requested by execute, deliver and/or approve for filing such UCC-1 financing statements, acknowledgments and membership, partnership and stock certificates and blank transfer powers, as the Administrative Agent on behalf of the Lenders shall deem reasonably necessary or the Required Lendersdesirable to obtain and perfect a first priority Lien against such ownership interests, (iii) in either case, execute and deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately precedinga written confirmation that, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary as of the Borrower shall be required to execute date such New Subject Project (or a Subsidiary Guarantee or Subsidiary Pledge AgreementPledged Equity Interest therein) is included in the Collateral Pool, and no more than 65% all of the Capital Stock of 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 equity interests a Pledged Equity Interest therein) had been included in any Foreign Subsidiary the Collateral as of the Agreement Effective Date, together with a compliance certificate in the form of Exhibit A evidencing compliance with all covenants herein both before and after giving effect to such inclusion and a certificate evidencing that all insurance with respect to such additional Collateral Pool Property or as required under Section 5.16 is in full force and effect. The Borrower or any hereby agrees to pay all direct, out-of-pocket costs and expenses of its Subsidiaries if more than 65% of Administrative Agent incurred in connection with the assets review and acceptance of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderadditional Collateral Pool Property.

Additional Collateral. (a) With respect Such Loan Party will cause each issuer of the Collateral that is a direct Subsidiary of such Loan Party not to issue any Capital Stock stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments in addition to or in substitution for the Pledged Shares, Pledged LLC Interests, Pledged Partnership Interests and Pledged Notes issued by such issuer (in each case, to the extent that any of any newly created or acquired Subsidiary such items constitute Collateral), except as permitted under the Credit Agreement or any newly issued Capital Stock other Loan Document or except to such Loan Party or ratably to all then existing holders of Equity Interests of such issuer and, in the event that any existing Subsidiary acquired after issuer of Collateral at any time issues any additional or substitute stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments to such Loan Party, such Loan Party will promptly Deliver all such items (in each case, to the Original Closing Date extent that such items constitute Collateral) to the Collateral Agent to hold as Collateral hereunder to the extent required by Section 4.01 and will within forty-five (45) days (or such later date as may be agreed by the Borrower or any of Collateral Agent in its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (isole discretion) execute and thereafter deliver to the Administrative Collateral Agent such amendments supplements to the relevant Pledge Agreements or such other documents Schedules I through IV hereto as the Administrative Agent shall deem are necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien Schedules to be duly perfected in accordance with all applicable Requirements complete and accurate at such time. The delivery of Law, including delivering all such original certificates evidencing such Capital Stock items of Collateral and the associated supplements to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions applicable Schedules shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock conclusive evidence of any Immaterial Subsidiarysuch Loan Parties pledge of such Collateral hereunder. (b) With respect to any Person Each Loan Party acknowledges and agrees that, subsequent to the Original Closing Dateextent any LLC Interest or Partnership Interest acquired by such Loan Party after the date of this Agreement and constituting Pledged LLC Interests or Pledged Partnership Interests shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC, becomes such Loan Party shall, to the extent permitted by applicable Law, cause (or, in the case of a direct or indirect Person that is not a Subsidiary of a Loan Party, use commercially reasonable efforts to cause) the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary issuer thereof to become a party to issue the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereundercorresponding certificates.

Additional Collateral. (a) With respect In the event that Borrower desires to any Capital Stock use proceeds of any newly created or acquired Subsidiary the Loans or any newly issued Capital Stock Letter of Credit to directly or indirectly acquire Real Estate or any existing interest therein or to refinance indebtedness secured thereby, such Real Estate shall be required to become a Mortgaged Property as a condition thereto. No Real Estate shall be included as a Mortgaged Property unless and until the following conditions precedent shall have been satisfied: US_ACTIVE\121755035\V-6 (i) such Real Estate shall be Eligible Real Estate; (ii) if such Real Estate is owned by a Wholly-Owned Subsidiary acquired after of the Original Closing Date by Borrower, said Wholly-Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.4; (iii) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Real Estate shall have executed and delivered to the Agent all Guarantor Qualification Documents, all of which instruments, documents or agreements shall, to the extent required by this Agreement, be in form and substance reasonably satisfactory to the Agent; and (iv) after giving effect to the inclusion of such Eligible Real Estate, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of such Mortgaged Property with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its Subsidiaries terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing and the Agent shall have received a certificate of the Borrower to such effect. For the avoidance of doubt, the delivery by Borrower to Agent of the Guarantor Qualification Documents or the Eligible Real Estate Qualification Documents shall not modify any representation, warranty or covenant in this Agreement or the other Loan Documents. (b) If such Real Estate is owned by a Wholly Owned Subsidiary of Borrower, then Borrower shall pledge to Agent 100% of the Equity Interests in the Wholly Owned Subsidiary owning or leasing the Real Estate pursuant to the Assignment of Interests and as provided in Schedule 5.3. (c) Borrower shall on or before the date that is intended ninety (90) days (unless extended in the Agent’s sole discretion, but in any case, not to exceed one hundred and twenty (120) days) following the date of acquisition of any Real Estate by Borrower or such Subsidiary which becomes a Mortgaged Property or following the disbursement of any proceeds of the Loan to be subject used to refinance indebtedness secured thereby, cause to be executed and delivered to the Lien created by any Agent all Eligible Real Estate Qualification Documents, all of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agentextent required by this Agreement, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substancesubstance satisfactory to Agent. (d) The Mortgage and Assignment of Leases and Rents for each Mortgaged Property shall be effective upon the delivery thereof, but shall not be recorded until the occurrence of an Event of Default (except with respect to 2▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and 612 W▇▇▇▇▇▇, for which the Mortgages, Assignments of Leases and Rents, UCC financing statements and fixture filings shall be recorded and/or filed, as applicable, on or about the First Amendment Date). Upon the occurrence of an Event of Default, the Agent may, and from counselupon the direction of the Required Lenders, shall, record the Mortgage and Assignment of Leases and Rents and file UCC financing statements and fixture filings with respect to the Mortgaged Properties as deemed necessary by Agent in the US_ACTIVE\121755035\V-6 public records without any further action of or notice to the Borrower or any other party and without waiving such Event of Default. In addition, the Borrower shall promptly deliver or cause to be delivered to the Agent such further documents as may be reasonably requested by the Agent relating to such Real Estate, including without limitation, owner’s affidavits, updated legal opinions and copies of leases and such changes to the Mortgage and Assignment of Leases and Rents as may be necessary or desirable to comply with changes in applicable law. In connection with the recording of the Mortgage and Assignment of Leases and Rents for any Mortgaged Property as provided herein, the Agent may obtain, at the Borrower’s sole cost and expense, a mortgagee’s title insurance policy with respect to each Mortgaged Property encumbered by such Mortgage and Assignment of Leases and Rents in such amount as is determined by the Agent. The Borrower shall upon demand pay the cost of any such mortgagee’s title insurance policy, the cost of any updated UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges which are demanded in connection with the recording of any of the Mortgages or Assignments of Leases and Rents. In addition, the Borrower shall pay within five (5) days after demand any and all costs, fees, intangible tax, documentary or mortgage tax, assessments or charges as are demanded by any governmental authority by reason of any Mortgage or Assignment of Leases and Rents to Agent prior to the recording of the same. In the event that the Borrower fails to pay such amounts as provided in this section, then the Banks may advance such amounts as are required to be paid as Loans hereunder, which Loans shall bear interest at the Default Rate. (e) Within ten (10) days of the Borrower acquiring, forming, holding or otherwise receiving or owning after the Closing Date any Equity Interest in a Subsidiary or Unconsolidated Affiliates (other than an Equity Interest in a Subsidiary that is covered by §5.4(a) or that is an Unpledgeable Interest), the Borrower shall cause to be delivered to the Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding : (i) a supplement or amendment to the foregoingAssignment of Interests (or if no Assignment of Interests has been executed by the applicable party, then the Assignment of Interests) executed by the Borrower shall not be required to grant or the applicable Subsidiary, subjecting such Equity Interest (or interest therein) to the Administrative Agent Lien of the Assignment of Interests; (ii) all original existing certificates, if any, representing shares of Equity Interests pledged pursuant to the Assignment of Interests, together with an undated stock or similar power for each such certificate executed in blank by a Lien upon duly authorized officer of Borrower or such Subsidiary, together with an Acknowledgement substantially in the Capital Stock form of Exhibit G to the Assignment of Interests, duly executed by any Immaterial Subsidiary. issuer of such Equity Interest; (biii) With respect all formation and organizational agreements relating to any Person thatto which such pledged Equity Interest relate as Agent may reasonably require; (iv) results from a recent UCC lien search as to Borrower or the applicable Subsidiary in such jurisdictions as Agent may designate, subsequent which results shall be satisfactory to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee Agent; and (iiv) if requested by the Administrative Agent or the Required Lenderssuch certified organizational documents, deliver to the Administrative Agent updated good standing certificates, resolutions, incumbency certificates, legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, other documents as Agent may reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderrequire.

Additional Collateral. (ai) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the should Borrower or any of its Subsidiaries purchase, otherwise acquire or own any Oil and Gas Property that is intended to be not already included in the Oil and Gas Property Collateral and the subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (an Oil and Gas Property Mortgage in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative favor of Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersLender Group, Borrower will grant or cause to be granted to Agent as security for the Obligations a first-priority Lien (subject only to Permitted Liens) on all of Borrower's or such Subsidiary's, as the case may be, interest in such Oil and Gas Properties not already subject to a Lien on of such Capital Stockan Oil and Gas Property Mortgage simultaneously with Borrower's or such Subsidiary's purchase, (ii) take all actions necessary acquisition or advisable to cause ownership of such Oil and Gas Property which Lien to will be duly created and perfected by and in accordance with the provisions of an Oil and Gas Property Mortgage and other security agreements and financing statements, or other security instruments, all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock in form and substance satisfactory to the Administrative Agent together with undated stock powers in its sole discretion and in sufficient executed in blank therefor, (and (iiiacknowledged where necessary or appropriate) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) counterparts for recording purposes; and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the should Borrower or any of its Subsidiaries if more than 65% purchase, otherwise acquire or own any Real Property that is not already included in the Real Property Collateral and the subject of a Real Property Mortgage in favor of Agent for the benefit of the assets Lender Group, Borrower will grant or cause to be granted to Agent as security for the Obligations a first-priority Lien (subject only to Permitted Liens) on all of Borrower's or such Subsidiary's, as the case may be, interest in such Real Property not already subject to a Lien of such Subsidiary a Real Property Mortgage simultaneously with Borrower's or such Subsidiary's purchase, acquisition or ownership of such Real Property which Lien will be created and perfected by and in accordance with the provisions of a Real Property Mortgage and other security agreements and financing statements, or other security instruments, all in form and substance satisfactory to Agent in its sole discretion and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes, (b) Concurrently with the granting of the Lien or other action referred to in Section 6.18(a) above as to Oil and Gas Property, Borrower will provide to Agent title information and (i) a current title opinion covering such Oil and Gas Property having a NYMEX Value of $100,000 or more and such other Oil and Gas Property Collateral as Agent may from time to time require so that at all times the value of Eligible Proved Developed Producing Reserves for which title opinions are securities or have been provided to Agent shall equal or exceed seventy-five percent (75%) of foreign companies the NYMEX Value of all Oil and Gas Property Collateral acquired after the Closing Date, and (ii) current landman reports covering such determination Oil and Gas Property having a NYM▇▇ ▇▇▇▇e of between $50,000 and $100,000, in each case in form and substance satisfactory to be made on Agent in its sole discretion with respect to Borrower's or such Subsidiary's, as the basis case may be, interests in such Oil and Gas Properties, and concurrently with the granting of fair market value)the Lien or other action referred to in Section 6.18(a) above as to Real Property, Borrower will provide to Agent title information and a mortgagee title insurance commitment in form and substance satisfactory to Agent in its sole discretion with respect to Borrower's or such Subsidiary's, as the case may be, interests in such Real Property. (c) Borrower shall be required cause all of its present and future Subsidiaries (other than the Magic Circle Partnerships and RB Operating Company) that are 50% or more owned directly or indirectly by Borrower to be pledged hereunderexecute a Guaranty Agreement and Security Agreements.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets (other than assets having a de minimis value) acquired after the Original Closing Date by the Borrower or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (y) any assets described in paragraph (b) or (c) of this subsection 8.10 and (z) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of (other than a Foreign Subsidiary and the Borrower▇▇▇▇ ▇▇▇▇▇▇ Subsidiary), promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to a Subsidiaries Guarantee pursuant to documentation which is in form and substance satisfactory to the Subsidiary Pledge Agreement and the Subsidiary Guarantee Administrative Agent and (ii) if so requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to due authorization, execution, delivery of such Subsidiaries Guarantee by such new Subsidiary and the enforceability against it of such Subsidiaries Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any Person that, subsequent to the Closing Date, becomes a Material Subsidiary (other than a Foreign Subsidiary and the ▇▇▇▇ ▇▇▇▇▇▇ 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 relevant Pledge Agreement as the Administrative Agent shall deem necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Material Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Material Subsidiary, as the case may be, (iii) cause such new Material Subsidiary to take all actions necessary or advisable to cause the Lien created by the relevant Subsidiary Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (d) With respect to any Person that, subsequent to the foregoingClosing Date, no Immaterial Subsidiary or becomes a Foreign Subsidiary which has either (x) assets having a fair market value (as reasonably estimated by the Borrower) or book value in excess of $10,000,000 in the aggregate or (y) revenues in excess of $10,000,000 per annum, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the relevant Pledge Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any such Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or any of its Subsidiaries if more than 65% such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the assets jurisdiction of organization of such Foreign Subsidiary are securities of foreign companies as may be necessary or advisable to perfect such Lien on such Capital Stock and (such determination iii) if requested by the Administrative Agent, deliver to be made on the basis of fair market value)Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to be pledged hereunderthe Administrative Agent. (e) Notwithstanding anything to the contrary contained herein, the provisions of this subsection 8.10 shall not apply after the date upon which the Borrower first obtains an Investment Grade Rating.

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

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

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

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

Additional Collateral. The Company and each Guarantor shall grant to the Collateral Trustee a first priority security interest in all Collateral (a) With respect subject to any Capital Stock 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 newly created applicable foreign pledge, control agreement, mortgage, title insurance policy, title survey, evidence of flood insurance or acquired Subsidiary legal opinion), subject to the terms of the Intercreditor Agreement (if then in effect). In the event that the Company or any newly issued Capital Stock of Guarantor acquires any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be interest in real property and such interest has not otherwise been made subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and Security Documents in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agentfavor 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 Lien on valid and, subject to any filing and/or recording required in connection therewith, perfected first priority security interest (subject, in the case of priority only, to Permitted Liens) in such Capital Stock, (ii) take all actions necessary or advisable interest in real property. In addition to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower Company and each Guarantor shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating Collateral Trustee such appraisals as are required by law or regulation of any interest in real property with respect to which the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute Collateral Trustee has been granted a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderLien.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower American Tire or any of its Domestic Subsidiaries (including interests owned by a Borrower in any joint venture unless the joint venture agreement prohibits the pledge of such interest to another Person) that is are intended to be subject to the Lien created by any of the Pledge Security Agreements or this Agreement but which is are not so subjectsubject (but, promptly (and in any event within 30 days after the acquisition thereof): event, excluding (i) any assets described in paragraph (b) or (c) of this subsection, (ii) assets having a book value of less than $500,000 and (iii) Excluded Property) (A) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Security Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, and (iiB) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Agreement in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be requested by the Administrative Agent. (b) With respect to any Person that is or becomes a Subsidiary (other than any Foreign Subsidiary of American Tire) that has assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a joinder agreement to this Agreement and such other documents (including, if requested by Administrative Agent, an amendment to any Hedging Agreement to add such Subsidiary thereto) as may reasonably be determined by the Administrative Agent to add such Subsidiary as an additional “Borrower” hereunder, and/or a new pledge agreement or such amendments to the relevant Security 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 American Tire or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Borrowers or such Subsidiary, as the case may be, and (iii) if requested by Administrative Agent, cause such new Subsidiary (a) to become a party to a subsidiary guarantee, if applicable, or such comparable documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (b) to take all actions necessary or advisable to cause the Lien created by the Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent. (c) With respect to any Person that is or becomes a Foreign Subsidiary of American Tire and that has assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Required relevant Security Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by American Tire or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Foreign Subsidiary be required to be so pledged), and (ii) if such Capital Stock is issued in certificated form, deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of American Tire or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock, and if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any The Company will cause each of its Subsidiaries that is intended Subsidiary Guarantors which has not previously done so to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such duly executed joinders and amendments to the relevant Pledge Agreements or such and Security Agreement and, if applicable, the other documents as the Administrative Agent shall deem necessary or advisable to grant Security Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent, for the benefit of the Lenders, a Lien on and to take such Capital Stock, (ii) take all actions other action as reasonably shall be necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to as the Administrative Agent together with undated stock powers executed reasonably shall request to grant to the Collateral Agent a valid and enforceable first priority perfected security interest in blank thereforall Collateral of such Subsidiary Guarantor (subject to any Liens permitted by Section 11.3). Each such joinder and amendment shall be accompanied by such evidence of the taking of all actions as may be necessary or appropriate for the perfection and first priority of such security interest (including, without limitation, the filing of any necessary Uniform Commercial Code financing statements) and (iii) if such resolutions, incumbency certificates and legal opinions as are reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, all of which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingforegoing or any other provision of this Agreement or any other Loan Document, (i) the Borrower Collateral shall not be required to grant exclude assets to the Administrative extent that a security interest therein could reasonably be likely to result in a material adverse tax consequence to the Company, and any other assets as to which the Collateral Agent and the Company reasonably agree that the cost or other consequence of obtaining such a Lien upon security interest or perfection thereof are excessive in relation to the Capital Stock of any Immaterial Subsidiary. value afforded thereby, (bii) With with respect to any Person that, subsequent to Domestic Subsidiary (other than any Excluded Subsidiary) formed or acquired on or after the Original Closing Amendment No. 1 Effective Date, becomes a direct or indirect Subsidiary of the Borrower, Loan Parties shall promptly (and in any event within 30 not longer than ninety (90) days after the date such Person becomes a Subsidiary): Domestic Subsidiary is formed or acquired (i) cause or such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by longer period as the Administrative Agent may agree) comply with provisions of Sections 10.10 through 10.15 (inclusive) and Section 10.19 and (iii) with respect to any Domestic Subsidiary that is initially an Excluded Subsidiary but subsequently becomes no longer an Excluded Subsidiary, the Loan Parties shall promptly and in any event not longer than ninety (90) days after the date such Domestic Subsidiary becomes no longer an Excluded Subsidiary (or the Required Lenders, deliver to such longer period as the Administrative Agent legal opinions relating to may agree) comply with the matters described in clause provisions of Sections 10.10 through 10.15 (iinclusive) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderSection 10.19.