Common use of Additional Collateral Clause in Contracts

Additional Collateral. With respect to any assets or property acquired after the Closing Date by any Group Member that is, or pursuant to Section 5.12 becomes, a Loan Party (other than (x) any assets or property described in Section 5.12 or Section 5.13 and (y) any assets or property subject to a Lien expressly permitted by Section 6.02) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Documents or such new Security Documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property, including without limitation, authorizing the Collateral Agent to file UCC financing statements in such jurisdictions as may be required by the U.S. Security Agreements, or by law or as may be requested by the Collateral Agent (subject, in the case of Foreign Loan Parties, to the Agreed Security Principles). Notwithstanding anything in this Section 5.14 or in Sections 5.12, 5.13 or 5.16 to the contrary, Sections 5.12, 5.13, 5.14 and 5.16 shall not (x) apply to any property or Subsidiary created or acquired after the Closing Date, as applicable, as to which the Administrative 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 or (y) require a grant or perfection of a security interest (i) in any asset excluded by the applicable security document, or (ii) in violation of the Agreed Security Principles.

Additional Collateral. With respect to any assets or property acquired after the Original Closing Date by any Group Member that is, or pursuant to Section 5.12 becomes, a Loan Party (other than (x) any assets or property described in Section 5.12 or Section 5.13 and (y) any assets or property subject to a Lien expressly permitted by Section 6.02) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Documents or such new Security Documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property, including without limitation, authorizing the Collateral Agent to file UCC financing statements in such jurisdictions as may be required by the U.S. Security Agreements, or by law or as may be requested by the Collateral Agent (subject, in the case of Foreign Loan Parties, to the Agreed Security Principles). Notwithstanding anything in this Section 5.14 or in Sections 5.12, 5.13 or 5.16 to the contrary, Sections 5.12, 5.13, 5.14 and 5.16 shall not (x) apply to any property or Subsidiary created or acquired after the Original Closing Date, as applicable, as to which the Administrative 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 or (y) require a grant or perfection of a security interest (i) in any asset excluded by the applicable security document, or (ii) in violation of the Agreed Security Principles.

Additional Collateral. With respect to any assets or property acquired after the Closing Date by any Group Member that is, or pursuant to Section 5.12 5.11 becomes, a U.S. Loan Party (other than (x) any assets or property described in Section 5.11 or 5.12 or Section 5.13 and (y) any assets or property subject to a Lien expressly permitted by Section 6.02) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Documents or such new Security Documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property, including without limitation, authorizing the Collateral Agent to file UCC financing statements in such jurisdictions as may be required by the U.S. Security Agreements, or by law or as may be requested by the Collateral Agent (subject, in the case of Foreign Loan Parties, to the Agreed Security Principles)Agent. Notwithstanding anything in this Section 5.14 5.13 or in Sections 5.12Section 5.11, 5.13 5.12 or 5.16 5.14 to the contrary, Sections 5.11, 5.12, 5.13, 5.13 and 5.14 and 5.16 shall not (x) apply to any property or Subsidiary created or acquired after the Closing Date, as applicable, as to which the Administrative 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 or (y) require a grant or perfection of a security interest (i) in any asset excluded by the applicable security document, or (ii) in violation of the Agreed Security Principles.

Additional Collateral. With respect to any assets or property acquired after the Original Closing Date by any Group Member that is, or pursuant to Section 5.12 becomes, a Loan Party (other than (x) any assets or property described in Section 5.12 or Section 5.13 and (y) any assets or property subject to a Lien expressly permitted by Section 6.02) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Documents or such new Security Documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property and (ii) take all actions necessary or advisable to grant to the Collateral | || Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property, including without limitation, authorizing the Collateral Agent to file UCC financing statements in such jurisdictions as may be required by the U.S. Security Agreements, or by law or as may be requested by the Collateral Agent (subject, in the case of Foreign Loan Parties, to the Agreed Security Principles). Notwithstanding anything in this Section 5.14 or in Sections 5.12, 5.13 or 5.16 to the contrary, Sections 5.12, 5.13, 5.14 and 5.16 shall not (x) apply to any property or Subsidiary created or acquired after the Original Closing Date, as applicable, as to which the Administrative 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 or (y) require a grant or perfection of a security interest (i) in any asset excluded by the applicable security document, or (ii) in violation of the Agreed Security Principles.

Additional Collateral. With respect to any assets or property acquired after the Closing Date by any Group Member that is, or pursuant to Section 5.12 5.11 becomes, a U.S. Loan Party (other than (x) any assets or property described in Section 5.11 or 5.12 or Section 5.13 and (y) any assets or property subject to a Lien expressly permitted by Section 6.02) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Documents or such new Security Documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property, including without limitation, authorizing the Collateral Agent to file UCC financing statements in such jurisdictions as may be required by the U.S. Security Agreements, or by law or NY\6180200.13 as may be requested by the Collateral Agent (subject, in the case of Foreign Loan Parties, to the Agreed Security Principles)Agent. Notwithstanding anything in this Section 5.14 5.13 or in Sections 5.12Section 5.11, 5.13 5.12 or 5.16 5.14 to the contrary, Sections 5.11, 5.12, 5.13, 5.13 and 5.14 and 5.16 shall not (x) apply to any property or Subsidiary created or acquired after the Closing Date, as applicable, as to which the Administrative 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 or (y) require a grant or perfection of a security interest (i) in any asset excluded by the applicable security document, or (ii) in violation of the Agreed Security Principles.

Additional Collateral. Subject to the Financing Orders(i) the Financing Orders and (ii) other than with respect to the Borrower or any of the entities identified on Schedule 1.01(d), any applicable limitations with respect to provision of guarantees and granting of Liens set forth in clauses (i) through (iv) of Section 6.17(b): (a) With respect to any assets or property acquired after the Closing Date by any Group Member that is, or pursuant to Section 5.12 becomes, a Loan Party (other than (x1) any assets or property described interests in real property, which shall be subject to Section 5.12 or Section 5.13 6.14(b) and (y2) any assets or property expressly excluded from the obligation to be made subject to a Lien expressly permitted by Section 6.02pursuant to this Agreement or the Security Documents) as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected First Priority Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Pledge and Security Documents Agreement or such new Security Documents other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien security interest in such assets or property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien security interest in such assets or propertyproperty (subject to Liens permitted under Section 7.01), including without limitationthe filing of filings with respect to IP Rights (other than any filings in any jurisdiction other than the U.S. to perfect a Lien on any Foreign IP Rights to the extent the cost of obtaining such perfection exceeds the 122 practical benefit to the Lenders afforded thereby (as reasonably determined by the Administrative Agent)), authorizing the Collateral Agent to file UCC financing statements statements, and other filings and in such jurisdictions as may be required by the U.S. Pledge and Security AgreementsAgreement, other Security Documents or by law or as may be requested by the Administrative Agent. (b) With respect to any fee interest in any real property located in the United States acquired after the Closing Date by any Loan Party (or owned by any Person at the time it becomes a Loan Party) having a value (together with improvements thereof) of at least $250,000 individually or $1,000,000 in the aggregate for all such real property, promptly provide the Administrative Agent written notice thereof. To the extent requested by the Administrative Agent and the Tranche B Advisors for any such real property, within thirty (30) days after such request (as such period may be extended by the Required Lenders), (i) execute and deliver a First Priority Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) with respect to such real property, deliver to the Administrative Agent all information, documentation and certifications required to be delivered pursuant to Schedule 6.14(b) hereto, and (iii) deliver to the Administrative Agent a certificate of a Responsible Officer of Borrower, affirming the representations contained in Section 5.08 with respect to such real property, except that all references to the “Closing Date” contained in Section 5.08 shall instead be construed to refer to the date of delivery of such certificate provided that, if the relevant real property proposed to be subject to a Mortgage is subject to a binding commitment to be Disposed of within the upcoming 30-day period in accordance with Section 7.05, no Mortgage shall be required pending such Disposition. (c) Notwithstanding anything to the contrary contained herein, the Borrower and each Loan Party shall be required to make a First Priority pledge of its Equity Interests in (A) a Non-Recourse Subsidiary unless (and so long as) such pledge of such Equity Interests is prohibited by the terms of any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary, (B) YieldCo and YieldCo Intermediate, (C) each of the Loan Party Service Providers, (D) YieldCo II and YieldCo II Intermediate, (E) the Intermediate Holdings, (F) any Warehouse Entity (if any equity interest therein is directly held or owned by Borrower or any Guarantor), (G) subject to the applicable limitations with respect to the provision of guarantees and granting of liens set forth in clauses (i) through (iv) of Section 6.17, each Specified Foreign Subsidiary, (H) subject to the applicable limitations with respect to the provision of guarantees and granting of liens set forth in clauses (i) through (iv) of Section 6.17, each Specified Subsidiary and (I) First Wind Holdings. Notwithstanding anything to the contrary, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective to release Liens on the Equity Interests in YieldCo, YieldCo II, YieldCo Intermediate or YieldCo II Intermediate that constitute Collateral in order for such Equity Interests to be provided as collateral securing any Indebtedness (other than Obligations and, subject to the Financing Orders, the Prepetition Obligations). (d) Borrower has informed the Administrative Agent that Computershare Trust Company, N.A., as transfer agent and registrar (subjecttogether with any other Person acting as the transfer agent and registrar for any Specified Stock Certificate (as hereinafter defined), the “Transfer Agent”), which issues the certificates described in this Section 6.14(d) (collectively, the “Specified Stock Certificates” and each a “Specified Stock Certificate”), will require, in the case event a Specified Stock Certificate is lost or destroyed, a posting of Foreign Loan Parties, a bond in an amount of up to 3% (or such higher amount as may be required by the applicable Transfer Agent from time to time) of the value of the lost or destroyed Specified Stock Certificate for the Transfer Agent to issue a replacement stock certificate. To facilitate the pledging of the Specified Stock Certificates by a delivery thereof to the Agreed Security PrinciplesAdministrative Agent, the Lenders and the Administrative Agent agree with Borrower that, in the event a Specified Stock Certificate, after being delivered to the Administrative Agent, is lost or destroyed prior to being returned to and received by the 123 Borrower (or the relevant Loan Party). , the Administrative Agent will deliver (and the Lenders authorize the Administrative Agent to deliver) such bond to the Transfer Agent following receipt by the Administrative Agent of the payment by each Lender of its pro rata share of the cost of such bond (and each Lender agrees to make such payment within five (5) Business Days of receipt of a written request therefor from the Administrative Agent); provided, that if such loss or destruction is a result of the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment, the Administrative Agent shall reimburse each Lender for the amount so paid by such Lender in respect of such bond. (e) Notwithstanding anything in this Section 5.14 or in Sections 5.12, 5.13 or 5.16 6.14 to the contrarycontrary but other than as otherwise provided in the Financing Orders, Sections 5.12any obligation to deliver certificates evidencing Equity Interests to be pledged, 5.13, 5.14 and 5.16 shall not (x) apply or to deliver stock powers or other documents or to take any property other action to establish possession or Subsidiary created or acquired after control over the Closing Date, as applicable, as to which Collateral by the Administrative Agent shall be deemed satisfied to the extent that such certificates, documents, or Collateral has determined been delivered to the Prepetition First Lien Agent, for the benefit of the Prepetition First Lien Secured Parties, in its sole discretion that accordance with the collateral value thereof is insufficient Financing Orders. (f) The requirements of clause (c)(G) and (H) of this Section 6.14 shall be subject to justify the difficulty, time and/or expense applicable limitations with respect to provision of obtaining a perfected security interest therein or (y) require a grant or perfection guarantees and granting of a security interest Liens set forth in clauses (i) in any asset excluded by the applicable security document, or through (iiiv) in violation of the Agreed Security PrinciplesSection 6.17.6.17(b).

Additional Collateral. With respect Not later than sixty (60) 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 any assets or property acquired the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it deems appropriate) after the Closing Date acquisition or creation by any Group Member Restricted Collateral Subsidiary of any asset (including Intellectual Property but only to the extent that isa first priority perfected Lien would have been required under the terms of the 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 operations of the Company and its Subsidiaries taken as a whole, which asset would not automatically be subject to the Collateral Trustee’s first priority perfected Lien pursuant to Section 5.12 becomespre-existing Security Documents due to restrictions under applicable laws or regulations, a Loan Party (other than (x) any assets or property described in Section 5.12 or Section 5.13 and (y) any assets or property the applicable Restricted Collateral Subsidiary shall, to the extent practicable under applicable law cause such asset to be subject to a first priority perfected Lien expressly permitted by Section 6.02(subject to Permitted Liens, any limitations required under the applicable law and/or, if applicable, the exclusions set forth in the relevant Security Document(s)) as to which in favor of the Collateral Agent, Trustee for the benefit of the Secured Parties, does not have a perfected First Priority Lien, promptly (i) execute Parties and deliver to the Collateral Agent take such amendments to the Security Documents or such new Security Documents actions as the Collateral Agent deems shall be necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property, including without limitation, authorizing the Collateral Agent to file UCC financing statements in such jurisdictions as may be required by the U.S. Security Agreements, or by law or as may be reasonably requested by the Collateral Agent (subjectTrustee to grant and perfect or record such first priority Lien, in the each case of Foreign Loan Parties, to the Agreed extent practicable under the applicable law and any such documentation memorializing such actions shall be based on the Security Principles). Notwithstanding anything Documents in effect at such time; provided that this Section 5.14 or in Sections 5.12, 5.13 or 5.16 3.25 shall not apply to the contrary, Sections 5.12, 5.13, 5.14 and 5.16 shall not (x) apply to any property or Subsidiary created or acquired after the Closing Date, as applicable, as to which the Administrative 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 or (y) require a grant or perfection of a security interest (i) in any asset excluded by the applicable security document, or (ii) in violation extent such assets are of the Agreed Security Principlestype over which Liens are permitted under Section 3.13(H), Section 3.13(K), Section 3.13(L) or Section 3.13(BB).

Additional Collateral. (a) With respect to any assets or property acquired after the Closing Issue Date by the Company or any Group Member that is, or pursuant to Section 5.12 becomes, a Loan Party Guarantor (other than (x1) any assets or property described in paragraph (b) of this Section 5.12 or Section 5.13 5.17 and (y2) any assets or property excluded from the obligation to be made subject to a Lien expressly permitted by Section 6.02pursuant to the Collateral Documents) as to which the Collateral AgentTrustee, for the benefit of the Secured Parties, does not have a perfected First Second Priority Lien, promptly (i) execute and deliver to the Collateral Agent Trustee such amendments to the Pledge and Security Documents Agreement or such new Security Documents other documents as may be necessary to grant to the Trustee or Collateral Trustee, for the benefit of the Secured Parties, a security interest in such property, or as the Collateral Agent deems Trustee may reasonably request, and (ii) take all actions reasonably necessary or advisable to grant to the Collateral AgentTrustee, for the benefit of the applicable Secured Parties, a perfected First Second Priority Lien security interest in such assets or property and (ii) take all actions necessary or advisable subject to grant Liens permitted under Section 7.01 of the Credit Agreement), including the filing of filings with respect to IP Rights (other than any filings in any jurisdiction other than the U.S. to perfect a Lien on any Foreign IP Rights to the Collateral Agentextent the cost of obtaining such perfection exceeds the practical benefit to the Holders afforded thereby (as reasonably determined in good faith by the Board of Directors unless otherwise required by any other Pari Passu Lien Document)), for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property, including without limitation, authorizing the Collateral Agent to file UCC financing statements statements, and other filings and in such jurisdictions as may be required by the U.S. Pledge and Security AgreementsAgreement, other Collateral Documents or by law or as may be requested by the Trustee or the Collateral Agent Trustee. (subjectb) 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 Issue Date by the Company or any Guarantor (or owned by any Person at the time it becomes a Guarantor), (a) if the Company or such Guarantor acquired such real property with the intention to construct a Solar Energy System thereon, but has not yet commenced such construction within six months of such acquisition (with such extensions as reasonably requested by the Company not to exceed sixty (60) days), on such six month anniversary (or such extended date) of such acquisition or (b) if the Company or such Guarantor did not acquire such real property with the intention to construct a Solar Energy System thereon or if such real property is owned by any Person at the time it becomes a Guarantor, within sixty (60) days after the date of acquisition of such real property or the date such Person becomes a Guarantor, unless, in the case of Foreign Loan this clause (b), a longer period is reasonably requested by the Company not to exceed thirty (30) days), (i) execute and deliver a Second Priority Mortgage, in favor of the Collateral Trustee, for the benefit of the Secured Parties, covering such real property, (ii) with respect to such real property, deliver to the Agreed Security PrinciplesTrustee and the Collateral Trustee all information, documentation and certifications described in Schedule 6.14(b) of the Credit Agreement, and (iii) deliver to the Trustee and the Collateral Trustee a certificate of a Responsible Officer of Company, affirming the representations contained in Section 5.08 of the Credit Agreement with respect to such real property, except that all references to the “Closing Date” contained in Section 5.08 of the Credit Agreement shall instead be construed to refer to the date of delivery of such certificate. (c) Notwithstanding anything to the contrary, the Company and each Guarantor shall be required to make a Second Priority pledge of its Equity Interests in (A) a Non-Recourse Subsidiary unless (and so long as) such pledge of such Equity Interests is prohibited by the terms of any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary, (B) YieldCo and YieldCo Intermediate (provided; that (1) with respect to the Equity Interests in YieldCo and YieldCo Intermediate that are released from Liens securing obligations under the Existing Margin Loan Agreement on the Issue Date, all actions required by the Company to perfect the Lien of the Collateral Trustee on such Equity Interests shall be taken within the earlier of (x) 30 calendar days (with such extensions as reasonably requested by the Company not to exceed fifteen (15) days) after the Issue Date and (y) the date on which such Lien is perfected by delivery of the certificates evidencing such Equity Interests to the First Lien Agent, and (2) with respect to the Equity Interests in YieldCo and YieldCo Intermediate that constitutes collateral securing the Permitted Seller Notes, such Equity Interests shall be pledged by each applicable Guarantor, and all actions required by the Company to perfect the Lien of the Collateral Trustee on such Equity Interests shall be taken, by the earlier of (x) 30 calendar days (with such extensions as reasonably requested by the Company not to exceed fifteen (15) days), in its sole discretion) after the release of the applicable Equity Interests from the Liens granted under the Permitted Seller Notes and (y) the date on which such Lien is perfected by delivery of the certificates evidencing such Equity Interests to the First Lien Agent), (C) each of the Loan Party Service Providers, (D) YieldCo II and YieldCo II Intermediate, (E) the Intermediate Holdings, (F) any Warehouse Entity (if any equity interest therein is directly held or owned by the Company or any Guarantor), (G) First Wind Holdings, and (H) Apollo Holdings and all Equity Interests held by Apollo Holdings. If the Equity Interests in any Non-Recourse Subsidiary have been pledged in accordance with this Section (in each case excluding, for the avoidance of doubt, any Equity Interests in any Guarantor or any Unrestricted Subsidiary, including YieldCo, YieldCo II, YieldCo Intermediate and YieldCo II Intermediate, to which this sentence shall not apply) and such Non-Recourse Subsidiary later enters into, or informs the Trustee that it intends to enter into, Non-Recourse Project Indebtedness, then the Trustee shall direct the Collateral Trustee to release its Lien on the Equity Interests in such Non-Recourse Subsidiary to the extent the pledge of such Equity Interests would not be permitted by the terms of such Non-Recourse Project Indebtedness, and the Trustee and the Collateral Trustee is expressly authorized by the Holders to take such actions as are necessary to effectuate each such release. Notwithstanding anything to the contrary, no amendment or waiver of any provision of this Indenture or any other Note Document, and no consent to any departure by the Company or any other Guarantor therefrom, shall be effective to release Liens on the Equity Interests in YieldCo, YieldCo II, YieldCo Intermediate or YieldCo II Intermediate that constitute Collateral in order for such Equity Interests to be provided as collateral securing any Indebtedness (other than Obligations, the Obligations under and as defined in the Credit Agreement and the First Lien Loan Obligations). (d) Notwithstanding anything in this Section 5.14 or in Sections 5.12, 5.13 or 5.16 5.17 to the contrary, Sections 5.12any obligation to deliver certificates evidencing Equity Interests to be pledged or to deliver stock powers or other documents or to take any other action to establish possession or control over the Collateral by the Collateral Trustee shall be deemed satisfied to the extent that such certificates, 5.13documents, 5.14 or Collateral has been delivered pursuant to Section 6.14 of the First Lien Credit Agreement to the First Lien Agent for the benefit of the First Lien Lenders in accordance with the Intercreditor Agreement. (e) Notwithstanding anything in this Section 5.17 to the contrary and 5.16 shall not (x) apply subject to any property or Subsidiary created or acquired after Section 6.17 of the Closing DateCredit Agreement, as applicableexcept for the Fronting Fee Compensation Account and the funds on deposit therein, as to which the Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify securing the difficultyFirst Lien Loan Obligations, time and/or expense of obtaining a perfected security interest therein or (y) require a on the one hand, and the Collateral securing Pari Passu Lien Obligations, on the other hand, shall be identical and neither the Company nor any Guarantor shall grant or perfection of a security interest (i) in permit any additional Liens on any asset excluded by or property to secure any First Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the applicable security document, or (ii) in violation of the Agreed Security PrinciplesPari Passu Lien Obligations.

Additional Collateral. The Borrower, Capital and the Parent Guarantor shall: (a) With respect to any assets Property acquired or property acquired Capital Stock or LLC Interests issued after the Closing Date by any Group Member that is, the Borrower or pursuant to Section 5.12 becomes, a Loan Party (other than (x) any assets or property described in Section 5.12 or Section 5.13 and (y) any assets or property subject to a Lien expressly permitted by Section 6.02) Capital as to which the Collateral Administrative Agent, for the benefit of the Secured Parties, does not have a perfected First Priority Lien, promptly (and, in any event, within 5 days following the date of such acquisition) (i) execute and deliver to the Collateral Administrative Agent such amendments to the Security Documents Guarantee and Collateral Agreement and the Parent Guarantee and Collateral Agreement or such new Security Documents other documents as the Collateral Administrative Agent deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien security interest in such assets Property, Capital Stock or property LLC Interests and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien first priority security interest in such assets Property, Capital Stock or propertyLLC Interests, including without limitation, authorizing the Collateral Agent to file UCC filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the U.S. Security Agreements, Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent Administrative Agent. (subject, in the case of Foreign Loan Parties, b) Notwithstanding anything to the Agreed Security Principles). Notwithstanding anything contrary in this Section 5.14 or in Sections 5.124.8, 5.13 or 5.16 to the contrary, Sections 5.12, 5.13, 5.14 and 5.16 paragraph (a) of this Section 4.8 shall not (x) apply to any property Property acquired or Subsidiary created Capital Stock or acquired LLC Interests issued after the Closing Date, as applicable, Date as to which the Administrative Agent has Majority Lenders have determined in its their sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein or (y) require a grant or perfection of a security interest (i) in any asset excluded by the applicable security document, or (ii) in violation of the Agreed Security PrinciplesLien thereon.

Additional Collateral. With respect to (a) At any assets time when there are Priority Lien Obligations existing that have not been paid in full if: (1) the Company or any Restricted Subsidiary acquires any real property acquired after the Closing Date by any Group Member that is, or pursuant to Section 5.12 becomes, a Loan Party (other than any Excluded Assets), the Company or the applicable Restricted Subsidiary will be required, within 30 days following the date of such acquisition, to grant a security interest in such real property in favor of the Collateral Agent to secure the Note Obligations to the extent required under Section 4.12(c) hereof; and (x2) the Company or any assets Restricted Subsidiary acquires any personal property (including as a result of the acquisition or creation by the Company or any Restricted Subsidiary of a Domestic Subsidiary after the date of this Indenture) other than an Excluded Asset, the Company or the applicable Restricted Subsidiary will be required, within 30 days following the date of such acquisition, to grant a security interest in such personal property described in favor of the Collateral Agent to secure the Note Obligations: (A) to the extent required under Section 5.12 or Section 5.13 and 4.12(c) hereof; and (y) any assets or property subject to a Lien expressly permitted by Section 6.02B) as provided in the Security Documents (to which the Collateral Agentextent such security interest has not then been granted under such Security Documents). (a) shall be an enforceable, for perfected second-priority security interest, subject only to Priority Liens and other Permitted Prior Liens. (b) At any time when there are no Priority Lien Obligations existing that have not been paid in full, if: (1) the benefit Company or any Restricted Subsidiary acquires any real property after the date of this Indenture with a Fair Market Value (as determined in good faith by the Board of Directors of the Secured PartiesCompany) individually or in the aggregate in excess of $3,500,000, does not have a perfected First Priority Lienthe Company or the applicable Restricted Subsidiary will be required, promptly (i) within 30 days following the date of such acquisition, to execute and deliver to the Collateral Agent Agent: (A) a deed of trust or mortgage or leasehold deed of trust or leasehold mortgage, as the case may be (with such amendments modifications as are necessary to comply with applicable law), under which the Company or such Restricted Subsidiary, as applicable, shall grant a security interest to the Security Documents or Collateral Agent to secure the Note Obligations in all such new Security Documents real property and any related fixtures (without regard to the $3,500,000 threshold set forth above); and (B) such opinions of counsel, if any, as the Collateral Agent deems necessary may reasonably require with respect to the creation and perfection of such security interests; and (2) the Company or advisable any Restricted Subsidiary acquires any personal property (including as a result of the acquisition or creation by the Company or any Restricted Subsidiary of a Domestic Subsidiary after the date of this Indenture), other than an Excluded Asset, the Company or the applicable Restricted Subsidiary will be required, within 30 days following the date of such acquisition, to grant to the Collateral Agent, for the benefit a security interest therein in favor of the applicable Secured Parties, a perfected First Priority Lien in such assets or property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property, including without limitation, authorizing the Collateral Agent to file UCC financing statements in such jurisdictions secure the Note Obligations as may be required by the U.S. Security Agreements, or by law or as may be requested by the Collateral Agent (subject, provided in the case of Foreign Loan Parties, Security Documents (to the Agreed extent such security interest has not then been granted under such Security PrinciplesDocuments). Notwithstanding anything in Any security interest granted pursuant to clauses (1) and (2) of this Section 5.14 or in Sections 5.124.19(b) shall be an enforceable, 5.13 or 5.16 to the contrary, Sections 5.12, 5.13, 5.14 and 5.16 shall not (x) apply to any property or Subsidiary created or acquired after the Closing Date, as applicable, as to which the Administrative 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 first-priority perfected security interest therein or interest, subject only to Permitted Prior Liens (y) require a grant or perfection of a security interest (i) in any asset excluded by the applicable security document, or (ii) in violation of the Agreed Security Principlesother than Priority Liens).

Additional Collateral. With respect to any assets or property acquired after the Closing Date by any Group Member that is, or pursuant to Section 5.12 5.11 becomes, a U.S. Loan Party (other than (x) any assets or property described in Section 5.11 or 5.12 or Section 5.13 and (y) any assets or property subject to a Lien expressly permitted by Section 6.02) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Documents or such new Security Documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien in such assets or property, including without limitation, authorizing the Collateral Agent to file UCC financing statements in such jurisdictions as may be required by the U.S. Security Agreements, or by law or as may be requested by the Collateral Agent (subject, in the case of Foreign Loan Parties, to the Agreed Security Principles)Agent. Notwithstanding anything in this Section 5.14 5.13 or in Sections 5.12Section 5.11, 5.13 5.12 or 5.16 5.14 to the contrary, Sections 5.11, 5.12, 5.13, 5.13 and 5.14 and 5.16 shall not (x) apply to any property or Subsidiary created or acquired after the Closing Date, as applicable, as to which the Administrative 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 or (y) require a grant or perfection of a security interest (i) in any asset excluded by the applicable security document, or (ii) in violation of the Agreed Security Principles.. NY\5627635.16

Additional Collateral. With (i) Subject to the applicable Master Lease Intercreditor Agreement (if applicable), with respect to any personal property or registered Intellectual Property (other than assets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States acquired or property acquired created after the Closing Date by any Group Member that is, or pursuant to Section 5.12 becomes, a Loan Party that is required by the terms of this Agreement and the other Loan Documents to become Collateral (other than (x) any assets or property described in Section 5.12 or Section 5.13 Instruments, Certificated Securities, Securities and (y) any assets or property subject to a Lien expressly permitted by Section 6.02) Chattel Paper as to which the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties does not have a perfected First Priority Lien), promptly except as otherwise provided in the Security Documents promptly, but in any case within 45 days (iwhich period may be extended by the Administrative Agent in its reasonable discretion), (A) give notice of such property to the Administrative Agent and execute and deliver to the Collateral Administrative Agent such amendments to the Security this Agreement, such other Loan Documents or such new Security Documents other documents as the Collateral Administrative Agent deems necessary or advisable reasonably requests to grant to the Collateral Agent, Administrative Agent for the benefit of the applicable Secured Parties, Parties a perfected First Priority Lien security interest in such assets or property Property (with the priority specified in the applicable Master Lease Intercreditor Agreement) and (iiB) take all actions necessary or advisable reasonably requested by the Administrative Agent to grant to the Collateral Agent, Administrative Agent for the benefit of the applicable Secured Parties, Parties a perfected First Priority Lien security interest (to the extent required by the Security Documents and with the priority required by the applicable Master Lease Intercreditor Agreement) in such assets or propertyproperty (with respect to property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Parties has a perfected security interest in such property as of the Closing Date), including including, without limitation, authorizing the Collateral Agent to file filing of UCC financing statements in such jurisdictions as may be required by the U.S. Security Agreements, Agreement or by law or as may be reasonably requested by the Collateral Agent Administrative Agent. (subjectii) Subject to the applicable Master Lease Intercreditor Agreement (if applicable), with respect to any fee owned real property located in the case United States having a value (together with improvements thereof) of Foreign Loan Parties, to the Agreed Security Principles). Notwithstanding anything in this Section 5.14 or in Sections 5.12, 5.13 or 5.16 to the contrary, Sections 5.12, 5.13, 5.14 and 5.16 shall not (x) apply to any property or Subsidiary created or at least $1,000,000 acquired after the Closing DateDate by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 8.2(i), as applicableor (p); provided, as however, that with respect to which Liens permitted by Section 8.2(i), this exception shall apply to the extent such Liens expressly restrict the granting of a Mortgage) (A) within 45 days of such acquisition, give notice of such acquisition to the Administrative Agent has determined and, if requested by the Administrative Agent promptly thereafter execute and deliver a Mortgage (subject to Liens permitted by Section 8.2) in its sole discretion favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent reasonably determines in consultation with the Borrowers that the collateral value thereof is insufficient to justify the difficulty, time and/or expense costs of obtaining a perfected such Mortgage or survey are excessive in relation to the value of the security interest therein or to be afforded thereby), (yB) require a grant or perfection of a security interest (i) in any asset excluded if reasonably requested by the applicable security documentAdministrative Agent (1) provide the Lenders with a lenders' title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property as well as a current ALTA survey thereof, together with a surveyor's certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Administrative Agent, and (2) use commercially reasonable efforts to obtain any consents or (ii) estoppels reasonably deemed necessary by the Administrative Agent in violation connection with such Mortgage, each of the Agreed Security Principlesforegoing in form and substance reasonably satisfactory to the Administrative Agent and (C) 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.

Additional Collateral. (a) With respect to any assets or property acquired after the Closing Date by Holdings or any Group Member that is, or pursuant to Section 5.12 becomes, a Loan Party Restricted Subsidiary (other than (x) any assets or property described in Section 5.12 paragraph (b), (c), (d), (e) or Section 5.13 and (f) below, (y) any assets or property subject to a Lien expressly permitted constituting Excluded Collateral and (z) property acquired by Section 6.02any Foreign Restricted Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority Lien, promptly (but within 60 days after acquisition or any request by the Collateral Agent but in no event prior to the Collateral Delivery Date) to (i) execute and deliver to the Collateral Agent such amendments to the Security Documents Guarantee and Collateral Agreement or such new Security Documents other documents as the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien security interest in such assets or property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien first priority security interest in such assets or property, including without limitation, authorizing the Collateral Agent to file UCC filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the U.S. Security Agreements, applicable Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent. (b) With respect to (A) each of the Manchester Property and the ▇▇▇▇▇▇▇▇ Property (to the extent such real property has not been disposed of by June 30, 2002) and (B) any fee interest in any real property having a net book value (together with all improvements thereon) of at least $500,000 acquired after the Closing Date by Holdings or any Restricted Subsidiary (other than (x) any such real property constituting Excluded Collateral and (z) real property acquired by any Foreign Restricted Subsidiary), promptly (but within 60 days after acquisition or any request by the Collateral Agent (subjectbut in no event prior to the Collateral Delivery Date) or, in the case of Foreign Loan the Manchester Property or the ▇▇▇▇▇▇▇▇ Property, by June 30, 2002 to (i) execute and deliver a first priority mortgage or deed of trust, as applicable, in favor of the Collateral Agent, for the benefit of the Secured Parties, to covering such real property, (ii) if requested by the Agreed Security Principles). Notwithstanding anything in this Section 5.14 or in Sections 5.12Collateral Agent, 5.13 or 5.16 to provide the contrary, Sections 5.12, 5.13, 5.14 and 5.16 shall not Secured Parties with (x) apply title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor's certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent to the extent obtainable using commercially reasonable efforts and (iii) if reasonably requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) In addition, from time to time, Holdings and the Restricted Subsidiaries will, at their cost and expense, subject to the obtaining of any required regulatory authorizations (which Holdings and the Company agree to use their best efforts to obtain) promptly secure the Obligations by causing the following to occur: (i) promptly upon creating or acquiring any additional subsidiary, the stock of such subsidiary will (unless such subsidiary is a subsidiary of an Unrestricted Subsidiary or of a Foreign Restricted Subsidiary) be pledged pursuant to the Guarantee and Collateral Agreement, provided that no more than 65% of the capital stock of any Foreign Restricted Subsidiary shall be required to be pledged pursuant to this Section 5.18 in support of the Obligations of the Company, and (ii) such subsidiary will (unless such subsidiary is an Unrestricted Subsidiary or a Foreign Restricted Subsidiary) become a party to the Guarantee and Collateral Agreement. All such security interests and Liens will be created under the Guarantee and Collateral Agreement and other security agreements and other instruments and documents in form and substance reasonably satisfactory to the Collateral Agent. (d) With respect to any fee interest in any property or Subsidiary created or acquired after the Closing Date by any Canadian Guarantor, (other than (x) any property described in paragraph (e) or (f)) below, (y) any property constituting Excluded Collateral and (z) property acquired by any non-Canadian subsidiary) as to which the Canadian Collateral Agent, for the benefit of the Canadian Lenders, does not have a perfected Lien, promptly (but within 60 days after acquisition or any request by the Canadian Collateral Agent but in no event prior to the Collateral Delivery Date) to (i) execute and deliver to the Canadian Collateral Agent such amendments to the Canadian Guarantee and Collateral Agreement or such other documents as the Canadian Collateral Agent deems reasonably necessary or advisable to grant to the Canadian Collateral Agent, for the benefit of the Canadian Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Canadian Collateral Agent, for the benefit of the Canadian Lenders, a perfected first priority security interest or hypothec in such property, including, without limitation, the filing of Uniform Commercial Code financing statements (or its equivalent in Canadian jurisdiction) in such jurisdictions as may be required by the Canadian Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Canadian Collateral Agent. (e) With respect to any fee interest in any real property having a net book value (together with all improvements thereon) of at least $500,000 acquired after the Closing Date by any Canadian Guarantor (other than (x) any such real property constituting Excluded Collateral and (z) real property acquired by any non-Canadian subsidiary), promptly (but within 60 days after acquisition or any request by the Canadian Collateral Agent but in no event prior to the Collateral Delivery Date) to (i) execute and deliver a first priority mortgage or deed of trust, as applicable, in favor of the Canadian Collateral Agent, for the benefit of the Canadian Lenders, covering such real property, (ii) if requested by the Canadian Collateral Agent, provide the Canadian Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Canadian Collateral Agent) as well as a current ALTA survey thereof or such other form as the Canadian Collateral Agent may reasonably require, together with a surveyor's certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Canadian Collateral Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Canadian Collateral Agent to the extent obtainable using commercially reasonable efforts and (iii) if reasonably requested by the Canadian Collateral Agent, deliver to the Canadian Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Canadian Collateral Agent. (f) In addition, from time to time, the Canadian Guarantors will, at their cost and expense, subject to the obtaining of any required regulatory authorizations (which the Canadian Borrowers agree to use their best efforts to obtain) promptly secure the Canadian Obligations by causing the following to occur: (i) promptly upon creating or acquiring any additional subsidiary, the stock of such subsidiary will (unless such subsidiary is a subsidiary of an Unrestricted Subsidiary or of a non-Canadian subsidiary) be pledged pursuant to the Canadian Guarantee and Collateral Agreement, and (ii) such subsidiary will (unless such subsidiary is an Unrestricted Subsidiary or a non-Canadian subsidiary) become a party to the Canadian Guarantee and Collateral Agreement. All such security interests and Liens will be created under the Canadian Guarantee and Collateral Agreement and other security agreements and other instruments and documents in form and substance reasonably satisfactory to the Canadian Collateral Agent. (g) Holdings and the Restricted Subsidiaries shall deliver or cause to be delivered to the Applicable Agent and Applicable Collateral Agent all such instruments and documents (including legal opinions and lien searches) as the Applicable Agent or Applicable Collateral Agent shall reasonably request to evidence compliance with this Section 5.18. Holdings and the Restricted Subsidiaries agree to provide such evidence as the Applicable Agent and Applicable Collateral Agent shall reasonably request as to which the perfection and priority status of each such security interest and Lien. (h) Notwithstanding anything set forth in this Section 5.18, no Loan Party will be required to grant a security interest in Excluded Collateral or in any acquired assets that are identified by the Company in writing to the Administrative Agent has determined promptly following acquisition as assets which the Company or a Restricted Subsidiary will substantially simultaneously sell in a sale/leaseback transaction permitted by clause (a) of Section 6.06. (i) Notwithstanding anything to the contrary in this Section 5.18, at the reasonable request of any Loan Party, such Loan Party shall not be required to take any action set forth in this Section 5.18 if the Applicable Agent determines in its sole reasonable discretion that the collateral economic detriment and cost to the Loan Parties as a whole of taking such action would be excessive in relation to the value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein or (y) require a grant or perfection of a security interest (i) in any asset excluded by the applicable security document, or (ii) in violation of the Agreed Security Principlessecurity to be afforded thereby.

Additional Collateral. (a) With respect to any property or assets or property acquired after the Closing Date by any Group Member that is, or pursuant to Section 5.12 becomes, a Loan Party (other than (x) any assets or property described in Section 5.12 paragraph (c) or Section 5.13 (d) below and (y) property acquired by any assets Foreign Subsidiary or property subject to a Lien expressly permitted by Section 6.02Unrestricted Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority LienLien but is required to pursuant to the terms of the Security Documents, promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Documents Collateral Agreement or such new Security Documents other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien security interest in such assets or property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected First Priority Lien first priority security interest in such assets or property, including without limitation, authorizing the Collateral Agent to file UCC filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the U.S. Security AgreementsCollateral Agreement or by law or as may be requested by the Collateral Agent. (b) If any Accounts Receivable are owned or acquired by any Group Member after the Closing Date (other than Accounts Receivable owned or acquired by Fab 36, any Excluded Foreign Subsidiary or Unrestricted Subsidiary) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, such Group Member shall promptly (i) execute and deliver to the Collateral Agent such amendments or supplements to the Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Accounts Receivable and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Accounts Receivable, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreement or by law or as may be requested by the Collateral Agent; provided that, to the extent all of the Accounts Receivable owned or acquired by such Group Member derive solely from provision of services to one or more Group Members, such Group Member shall not be required to comply with this Section 6.9(b) and provided further that in no event shall any asset of a Foreign Subsidiary be required to be pledged. (c) With respect to any new Material Subsidiary (other than an Excluded Foreign Subsidiary or Unrestricted Subsidiary) created or acquired after the Closing Date by any Group Member (which shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or becomes a Material Subsidiary), promptly (i) execute and deliver to the Collateral Agent such amendments to the Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver to the Collateral Agent 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 Group Member, (iii) if such new Subsidiary owns any Capital Stock of a Material Subsidiary or any Accounts Receivable, cause such new Subsidiary (A) to become a party to the Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the 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 Collateral Agreement or by law or as may be requested by the Collateral Agent and (subjectC) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially in the case form of Foreign Loan PartiesExhibit E, with appropriate insertions and attachments, and (iv) deliver to the Agreed Security Principles). Notwithstanding anything in this Section 5.14 or in Sections 5.12, 5.13 or 5.16 Collateral Agent legal opinions relating to the contrarymatters described above, Sections 5.12which opinions shall be in form and substance, 5.13and from counsel, 5.14 reasonably satisfactory to the Collateral Agent (provided that in no event shall more than 65% of the total voting power of all outstanding Capital Stock of any new Excluded Foreign Subsidiary be required to be so pledged and 5.16 in no event shall not any assets of a Foreign Subsidiary be required to be pledged). (xd) apply With respect to any property or new Excluded Foreign Subsidiary that is a Material Subsidiary created or acquired after the Closing DateDate by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary and including any existing Excluded Foreign Subsidiary that becomes a Material Subsidiary, as applicablebut excluding Unrestricted Subsidiaries), as to which the Administrative 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 or (y) require a grant or perfection of a security interest promptly (i) execute and deliver to the Collateral Agent such amendments to the Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any asset excluded by such Group Member (provided that in no event shall more than 65% of the applicable security documenttotal voting power of all outstanding Capital Stock of any such new Subsidiary be required to be so pledged and in no event shall any assets of a Foreign Subsidiary be required to be pledged), or (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in violation blank, executed and delivered by a duly authorized officer of the Agreed Security Principlesrelevant Group Member, as the case may be, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, including, without limitation, actions to perfect such security interest in the jurisdiction of formation of such Excluded Foreign Subsidiary, and (iii) deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.