Common use of Additional Security; Further Assurances; etc Clause in Contracts

Additional Security; Further Assurances; etc. (a) The Borrowers will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers Lead Borrower will, and will cause each of the Subsidiary Guarantors other Credit Parties that are Restricted Subsidiaries of the Lead Borrower to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Lead Borrower and such other Credit Parties that are Restricted Subsidiaries of the Subsidiary Guarantors Lead Borrower as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”); provided that (i) the pledge of the outstanding capital stock of any FSHCO or Foreign Subsidiary directly owned by the Lead Borrower or a Domestic Subsidiary that is a Credit Party shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such FSHCO or Foreign Subsidiary that is a CFC and (y) one-hundred percent (100%) of the non-voting Equity Interests of such FSHCO or Foreign Subsidiary that is a CFC, (ii) security interests and Mortgages shall not be required with respect to any Real Property that is not Material Real Property and (iii) security interests and Mortgages shall not be required with respect to any assets or properties to the extent that such security interests or Mortgages would result in a material adverse tax consequence to the Lead Borrower or its Restricted Subsidiaries, as reasonably determined by the Lead Borrower and notified in writing to the Administrative Agent. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu the First Lien/Second Lien Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. With respect to any Material Real Property not covered by the original Security Documents, the Lead Borrower will provide at least 45 days prior written notice prior to pledging any Material Real Property and will not execute any Mortgage on such Material Real Property until confirmation from all Secured Creditors that flood insurance due diligence and flood insurance as required by Section 9.03 hereto is complete. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded FSHCO, Foreign Subsidiary, or Subsidiary of a CFC or FSHCO shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers Holdings and the Borrower will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in of Holdings, the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent (including, upon the reasonable request of the Administrative Agent, an opinion of counsel addressed to the Administrative Agent and the other Lenders reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 9.12(a) as the Administrative Agent may reasonably request (it being understood any opinion of counsel in substantially the form as the opinion of counsel delivered on the Closing Date pursuant to Section 6.03 shall be acceptable to the Administrative Agent)) and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (ed) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers Borrower under the Credit Documents or guarantee the obligations of the Borrowers Borrower under the Credit Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers Holdings and the Borrower will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in of Holdings, the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and the Subsidiary Guarantors as are acquired after the Closing Amendment and Restatement Effective Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Original Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent (including, upon the reasonable request of the Administrative Agent, an opinion of counsel addressed to the Administrative Agent and the other Lenders reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 9.12(a) as the Administrative Agent may reasonably request (it being understood any opinion of counsel in substantially the form as the opinion of counsel delivered on the Original Closing Date pursuant to Section 6.03 shall be acceptable to the Administrative Agent)) and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (ed) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers Borrower under the Credit Documents or guarantee the obligations of the Borrowers Borrower under the Credit Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers will, Each of Holdings and the Borrower will and will cause each of the Subsidiary Guarantors to, Credit Parties to grant to the Collateral Agent for the benefit of the Secured Guaranteed Creditors security interests and Mortgages in such assets and properties (in of Holdings, the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and the Subsidiary Guarantors each other Credit Party as are acquired after not covered by the Security Documents to which it is a party on the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”), in each case, except for those assets and properties expressly excluded pursuant to the Security Documents (including in respect of Excluded Property (as defined in the Security Agreement). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral AgentAdministrative Agent and solely to the extent required by the applicable Security Documents) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Collateral Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral AgentAdministrative Agent and solely to the extent required by the applicable Security Documents) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all Taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentspaid in full.

Additional Security; Further Assurances; etc. (a) The Borrowers Each Credit Party will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors such Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents to the extent required thereunder and as may be reasonably requested from time to time by the Administrative Agent, the Collateral Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection (or the equivalent with respect to each Canadian Credit Party under Applicable Law in Canada) action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected (or the equivalent with respect to each Canadian Credit Party under Applicable Law in Canada) security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens Liens, in each case, except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit DocumentDocument and solely with respect to the U.S. Subfacility, no Excluded FSHCO, Foreign Subsidiary, or Domestic Subsidiary of a Foreign Subsidiary that is a CFC shall be required to pledge pledge, nor shall the U.S. Collateral include, any of its assets to secure any obligations of the Borrowers U.S. Credit Parties under the Credit Documents relating to the U.S. Subfacility or guarantee the obligations of the Borrowers Lead Borrower under the Credit DocumentsDocuments relating to the U.S. Subfacility.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Administrative Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers Borrower under the Credit Documents or guarantee the obligations of the Borrowers Borrower under the Credit Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers Holdings will, and will cause each of the Subsidiary Guarantors other Credit Parties that are Restricted Subsidiaries of Holdings to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) Holdings and such other Credit Parties that are Restricted Subsidiaries of the Borrowers and the Subsidiary Guarantors Holdings as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”); provided that the pledge of the outstanding capital stock of any Foreign Subsidiary directly owned by the U.S. Borrower or a Domestic Subsidiary (other than a Canadian Subsidiary, although any pledge of outstanding capital stock of the Canadian Subsidiary in excess of the amount specified below shall be limited to securing guarantees of obligations of the Canadian Borrower as more fully provided in the Pledge Agreement) shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such Foreign Subsidiary and (y) one-hundred percent (100%) of the non-voting Equity Interests of such Foreign Subsidiary; provided, further, that the pledge of the outstanding capital stock of any Foreign Subsidiary other than a Canadian Subsidiary shall be limited to securing the obligations of the Canadian Borrower. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Agreement Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, ) superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this the Credit Agreement or any other Credit Document, no Excluded Foreign Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or U.S. Borrower and in no event shall any Foreign Subsidiary be required to guarantee the obligations of the Borrowers under the Credit Documentsa Borrower or any Domestic Subsidiary.

Additional Security; Further Assurances; etc. (a) The Except during a Collateral Release Period and other than with respect to an Excluded Entity (as defined in the US Pledge Agreement), each of the Borrowers will, and will cause each of the US Subsidiary Guarantors, Canadian Guarantors, Dutch Guarantors and Related Foreign Company Guarantors to, grant to the Collateral Agent Agent, for the benefit of the Secured Creditors described in the Security Documents to which such Credit Party is a party, security interests in the capital stock and Mortgages in other equity interests of the Subsidiaries owned by such assets and properties Credit Party (which, in the case of Real PropertyForeign Subsidiaries (other than Canadian Subsidiaries) owned by a Foreign Credit Party, shall be limited to Material Real PropertySubsidiaries organized in the country of such Foreign Credit Party which are directly owned by such Foreign Credit Party) of the Borrowers and the Subsidiary Guarantors as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Security Documents to which such Credit Party is a party, or as may be reasonably requested from time to time by the Collateral Agent Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such Such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall (subject except as otherwise consented to exceptions as are reasonably acceptable to by the Collateral AgentRequired Lenders) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens Liens, except for Permitted Liens. The Additional Security Documents or other instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens Liens, in favor of the Collateral Agent for the benefit of the respective Secured Creditors, required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full; provided, however, no US Pledge Agreement that is governed by local law shall be required for the capital stock of any Foreign Subsidiary of Silgan that is owned directly by a US Credit Party unless such Foreign Subsidiary is either a Canadian Subsidiary, Dutch Subsidiary or a directly owned Foreign Credit Party. Notwithstanding any other provision the foregoing, except as, and to the extent, provided in this Agreement or any other Section 8.10, (i) no Foreign Credit Document, no Excluded Subsidiary Party shall be required to pledge guaranty the Obligations of any US Credit Party or have any equity interests owned by it secure the Obligations of its assets any US Credit Party and (ii) to secure any obligations the extent required, a Credit Party shall only be required to execute and deliver Additional Security Documents in connection with a Restructuring Transaction upon completion of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentssuch Restructuring Transaction.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Administrative Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers Borrower under the Credit Documents or guarantee the obligations of the Borrowers Borrower under the Credit Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers willHoldings will (x) cause each Subsidiary Guarantor to execute the Subsidiaries Guaranty (or a joinder agreement thereto), and (y) and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests in all assets that constitute Collateral (including any Mortgages of Holdings and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Propertyother Credit Party) of the Borrowers and the Subsidiary Guarantors as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Administrative Agent, the Collateral Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages (if any) shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected (subject to Section 14.17) security interests interests, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted LiensLiens including, in the case of any Collateral consisting of owned Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfectperfect (subject to Section 14.17), preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding any other provision in the foregoing, this Agreement or any other Credit Document, no Excluded Subsidiary Section 10.12(a) shall not apply to (and Holdings and its Subsidiaries shall not be required to pledge any grant a mortgage, deed of its assets trust or deed to secure debt (which shall be in form mutually satisfactory to Holdings and the Collateral Agent) in) any obligations owned Real Property the Fair Market Value of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentswhich is less than $250,000, any leasehold Real Property and any Excluded Property.

Additional Security; Further Assurances; etc. (a) The Borrowers will, Each of the MLP and the Borrower will and will cause each of the Subsidiary Guarantors to, Subsidiaries of the Borrower (other than Excluded Subsidiaries) to grant to the Collateral Agent and the Real Property Collateral Agent for the benefit of the Secured Guaranteed Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and such other Credit Parties that are Subsidiaries of the Subsidiary Guarantors Borrower as are acquired after not covered by the Security Documents to which it is a party on the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”), in each case, except for those assets and properties expressly excluded pursuant to the Security Documents (including in respect of Excluded Property (as defined in the Security Agreement)). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral AgentAdministrative Agent and solely to the extent required hereunder or by the applicable Security Documents) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Collateral Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral AgentAdministrative Agent and solely to the extent required hereby or by the applicable Security Documents) the Liens in favor of the Collateral Agent and the Real Property Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all Taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under paid in full by the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsParties.

Additional Security; Further Assurances; etc. (a) The Borrowers Except as otherwise provided in Section 9.14 and subject to (i) the exclusion of Billboard Real Estate as provided in Section 5.01(j)(ii), (ii) the exclusion of the Payroll Account and cash on deposit in the Payroll Account (as provided in the definition of Collateral), and (iii) the exclusion of Excluded Property (as defined in the Security Agreement), Borrower will, and will cause each of the Subsidiary Guarantors its Wholly-Owned Domestic Subsidiaries to, grant to the Collateral Agent for the benefit of the Secured Creditors Lender security interests and Mortgages mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and the Subsidiary Guarantors such Wholly-Owned Domestic Subsidiaries as are acquired after not covered by the Closing Date original Security Documents and execute and deliver to Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including, but not limited to, the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other than assets constituting Excluded Collateral) and as documents), all of which may be reasonably requested from time to time by the Collateral Agent Lender (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages Additional Security Documents shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance satisfactory to the Collateral Agent Lender and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action after appropriate filings have been made (which to the Credit Parties agree extent required to take pursuant to clause (e) below) be so made), valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, mortgages superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent Lender required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentshave been paid in full.

Additional Security; Further Assurances; etc. (a) The Each of the Borrowers will, and will cause each of the US Subsidiary Guarantors, Canadian Guarantors and Related Foreign Company Guarantors to, grant to the Collateral Agent Agent, for the benefit of the Secured Creditors described in the Security Documents to which such Credit Party is a party, security interests and Mortgages in such assets and properties of such Credit Party (in the case of Real Property, limited to Material other than Real Property) of the Borrowers and the Subsidiary Guarantors as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Security Documents to which such Credit Party is a party, or as may be reasonably requested from time to time by the Collateral Agent Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such Such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall (subject except as otherwise consented to exceptions as are reasonably acceptable to by the Collateral AgentRequired Lenders) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens Liens, except for Permitted Liens. The Additional Security Documents or other instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens Liens, in favor of the Collateral Agent for the benefit of the respective Secured Creditors, required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all taxes, fees and other provision charges payable in this Agreement or any other Credit Documentconnection therewith shall have been paid in full; provided, however, (x) except as may be provided in the respective Security Documents with respect to the exercise of remedies, no Excluded Subsidiary filings shall be required to be with respect to intellectual property in the United States Patent and Trademark Office, the United States Copyright Office or any similar office in any foreign country, and (y) no US Pledge Agreement that is governed by local law shall be required for the capital stock of any Foreign Subsidiary of Silgan that is owned directly by a US Credit Party unless such Foreign Subsidiary is either a Canadian Subsidiary or a Material Foreign Subsidiary. Notwithstanding the foregoing, (i) unless otherwise permitted (or not restricted) by the applicable CanCo Restrictions then in effect, any Additional Security Documents entered into by CanCo shall only secure CanCo’s direct obligations under the Credit Documents to which it is a party, and (ii) except as, and to the extent, provided in Section 7.10, no Foreign Credit Party shall be required to guaranty the Obligations of any US Credit Party or pledge any of its assets to secure the Obligations of any obligations of the Borrowers under the US Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsParty.

Additional Security; Further Assurances; etc. (a) The Borrowers will, Borrower will and will cause each of the Subsidiary Guarantors to, Subsidiaries of the Borrower (other than Excluded Subsidiaries) to grant to the Collateral Administrative Agent for the benefit of the Secured Guaranteed Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and such other Credit Parties that are Subsidiaries of the Subsidiary Guarantors Borrower as are acquired after not covered by the Security Documents to which it is a party on the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”), in each case, except for those assets and properties expressly excluded pursuant to the Security Documents (including in respect of Excluded Property (as defined in the Security Agreement)). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral AgentAdministrative Agent and solely to the extent required hereunder or by the applicable Security Documents) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Collateral Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral AgentAdministrative Agent and solely to the extent required hereby or by the applicable Security Documents) the Liens in favor of the Collateral Administrative Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all Taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under paid in full by the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsParties.

Additional Security; Further Assurances; etc. (a) The Borrowers Subject to the terms and conditions of the Credit Documents, the Administrative Borrower will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) Collateral of the Borrowers Administrative Borrower and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date original Security Documents (other than assets constituting Excluded CollateralAssets) and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, restated, amended and restated, modified, supplemented, extended supplemented or renewed otherwise modified from time to time, the “Additional Security Documents”). All such security interests and Mortgages (i) shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and the Administrative Borrower, and (ii) subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) , shall constituteconstitute valid, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), ) and perfected security interests (if and to the extent the assets subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, applicable Additional Security Document can be perfected by the actions required by such Additional Security Document) superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfectperfect (if and to the extent such security interests can be perfected by the filings or other actions required under the Additional Security Documents), preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all Taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentspaid in full.

Additional Security; Further Assurances; etc. (a) The Borrowers willEach of Holdings, the MLP and the Borrower will and will cause each of the Subsidiary Guarantors to, Subsidiaries of the Borrower (other than Excluded Subsidiaries) to grant to the Collateral Agent for the benefit of the Secured Guaranteed Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and such other Credit Parties that are Subsidiaries of the Subsidiary Guarantors Borrower as are acquired after not covered by the Security Documents to which it is a party on the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”), in each case, except for those assets and properties expressly excluded pursuant to the Security Documents (including in respect of Excluded Property (as defined in the Security Agreement)). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral AgentAdministrative Agent and solely to the extent required hereunder or by the applicable Security Documents) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Collateral Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral AgentAdministrative Agent and solely to the extent required hereby or by the applicable Security Documents) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all Taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under paid in full by the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsParties.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent Trustee for the benefit of the Secured Creditors Parties security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) Property of the Borrowers Borrower and the Subsidiary Guarantors as are acquired after the Closing Date such other Credit Party (other than assets constituting Excluded CollateralAssets (including Excluded Equity Interests)) as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed otherwise modified from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent Trustee and (subject to exceptions as are reasonably acceptable to the Collateral Agent) Borrower and shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law))) under applicable domestic law and perfected security interests, subject to the ABL Intercreditor Agreement hypothecations and any Pari Passu Intercreditor Agreement, Mortgages superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfectperfect (if and to the extent the assets subject to the applicable Additional Security Document can be perfected by the actions required by such Additional Security Document), preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent Trustee required to be granted pursuant to the Additional Security DocumentsDocuments and all material taxes, fees and other charges payable in connection therewith shall be paid in full to the extent due and owing. Notwithstanding the foregoing, this Section 9.10(a) shall not apply to (and the Borrower and its Restricted Subsidiaries shall not be required to grant a Mortgage in) (i) any other provision owned Real Property the Fair Market Value or book value of which (as reasonably determined by Borrower or such Subsidiary) is less than or equal to $25,000,000 (provided that the Borrower and its Restricted Subsidiaries shall not be required to grant a Mortgage in this Agreement any Real Property that the Fair Market Value and book-value are less than the foregoing threshold on the Closing Date), (ii) any Leasehold, or (iii) any of the South Bay Facility, the Vermilion Facility, the Havana 1-5 Units, the Wood River 1-3 Units, the Xxxxxxx Facility or the Xxxxxxxxx Facility or any other Credit DocumentBuffer Land to (a) any of the foregoing properties or (b) the Xxxxxxx, Havana and Hennepin plants; provided that, subject to the terms of the Intercreditor Agreement, no Excluded Subsidiary Real Property located in the State of New York shall be required to pledge any of its assets to secure any Hedging Obligations, any obligations of the Borrowers arising under the Credit Documents any Treasury Services Agreement, any Revolving Loans or guarantee the obligations of the Borrowers under the Credit Documentsany other revolving facility.

Additional Security; Further Assurances; etc. (a) The Borrowers Lead Borrower will, and will cause each of the Subsidiary Guarantors other Credit Parties that are Restricted Subsidiaries of the Lead Borrower to, (x) comply with the requirements of Section 9.17(f) and (y) grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Lead Borrower and such other Credit Parties that are Restricted Subsidiaries of the Subsidiary Guarantors Lead Borrower as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”); provided that (i) the pledge of the outstanding capital stock of any FSHCO or Foreign Subsidiary that is a CFC directly owned by the Lead Borrower or a Domestic Subsidiary that is a Credit Party shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such FSHCO or Foreign Subsidiary that is a CFC and (y) one hundred percent (100%) of the non-voting Equity Interests of such FSHCO or Foreign Subsidiary that is a CFC, and (ii) security interests shall not be required with respect to any assets to the extent that such security interests would result in a material adverse tax consequence to the Lead Borrower or its Restricted Subsidiaries, as reasonably determined by the Lead Borrower and notified in writing to the Administrative Agent. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded FSHCO, Foreign Subsidiary that is a CFC or a Subsidiary of a CFC shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers Lead Borrower under the Credit DocumentsDocuments unless it becomes a Guarantor pursuant to the proviso to the definition of Excluded Subsidiary.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) Property of the Borrowers Borrower and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted LiensLiens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding any other provision in the foregoing, this Agreement or any Section 8.12(a) shall not apply to (and the Borrower and the other Credit Document, no Excluded Subsidiary Parties shall not be required to pledge grant a Mortgage in) any Real Property the Fair Market Value of its assets which is less than $2,500,000 (so long as the aggregate Fair Market Value of all Real Property not subject to secure Mortgages does not exceed $10,000,000) or any obligations Leasehold with respect to which the respective Credit Party has not obtained (after using commercially reasonable efforts to obtain same) the consent of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentslessor to grant a mortgage in such Leasehold.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent Trustee for the benefit of the Secured Creditors Parties security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) Property of the Borrowers Borrower and the Subsidiary Guarantors as are acquired after the Closing Date such other Credit Party (other than assets constituting Excluded CollateralAssets) as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed otherwise modified from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent Trustee and (subject to exceptions as are reasonably acceptable to the Collateral Agent) Borrower and shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law))) under applicable domestic law and perfected security interests, subject to the ABL Intercreditor Agreement hypothecations and any Pari Passu Intercreditor Agreement, Mortgages superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfectperfect (if and to the extent the assets subject to the applicable Additional Security Document can be perfected by the actions required by such Additional Security Document), preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent Trustee required to be granted pursuant to the Additional Security DocumentsDocuments and all material taxes, fees and other charges payable in connection therewith shall be paid in full to the extent due and owing. Notwithstanding any other provision in the foregoing, this Agreement or any other Credit Document, no Excluded Subsidiary Section 9.10(a) shall not apply to (and the Borrower and its Restricted Subsidiaries shall not be required to pledge grant a Mortgage in) any owned Real Property the Fair Market Value or book value of which (as reasonably determined by Borrower or such Subsidiary) is less than or equal to $40,000,000 (provided that the Borrower and its assets Restricted Subsidiaries shall not be required to secure grant a Mortgage in any obligations of Real Property that the Borrowers under Fair Market Value and book-value are less than the Credit Documents or guarantee foregoing threshold on the obligations of the Borrowers under the Credit DocumentsClosing Date).

Additional Security; Further Assurances; etc. (a) The Borrowers Subject to clause (e) of this Section 8.12, Holdings will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Creditors, at the expense of the Borrower, security interests and Mortgages (not to exceed 110% of the Fair Market Value of the Real Property being mortgaged) in such the assets and properties (in the case Real Property of Real Property, limited to Material Real Property) of the Borrowers Holdings and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Security Documents, as may be reasonably requested from time to time by the Collateral Administrative Agent (or otherwise required at such time pursuant to the Initial Intercreditor Agreement) (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable (x) First Priority (subject to exceptions as are reasonably acceptable to the Collateral Agentterms of the Initial Intercreditor Agreement) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests interests, hypothecations and Mortgages with respect to Term Loan Priority Collateral and (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles y) Second Priority (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu terms of the Initial Intercreditor Agreement) perfected security interests, superior hypothecations and Mortgages with respect to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted LiensABL Facility Priority Collateral. The Additional Security Documents or instruments related thereto shall shall, at the expense of the Borrower, be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoing, this Section 8.12(a) shall not apply to (and Holdings and its Restricted Subsidiaries shall not be required to grant a security interest or Mortgage in) (i) any owned Real Property the Fair Market Value of which is less than $2,000,000 or any Leasehold unless, in either case, a Mortgage is granted (or required to be granted) in respect of such Real Property pursuant to the terms of either the ABL Loan Documents or the documents governing any secured Indebtedness incurred or issued in reliance on Section 9.04(o) or (r), (ii) any motor vehicles, (iii) more than 65% of the voting Equity Interests of any CFC or Domestic Foreign Holding Company or (iv) any other provision in this assets expressly excluded from Security Agreement Collateral or any other Credit Document, no Excluded Subsidiary shall be required to pledge Collateral under any of its assets to secure the Security Documents, including any obligations of Excluded Assets (as defined in the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsSecurity Agreement).

Additional Security; Further Assurances; etc. The Borrower and each other Credit Party shall promptly following the creation, formation, or acquisition of any Subsidiary (other than any Excluded Subsidiary) and, in any event, within sixty (60) days, (as such time period may be extended by the Administrative Agent in its sole discretion) cause such Subsidiary now existing or created, formed or acquired to (a) The Borrowers willto the extent such Subsidiary is party to any Intercompany Loan that is evidenced by a note that is required to be delivered to the Administrative Agent pursuant to Section 6.05(f), cause such Subsidiary to deliver such note to the Administrative Agent, (b) to the extent such Subsidiary is not a Subsidiary Guarantor, notify the Administrative Agent and the Lenders of the creation, formation, or acquisition of such Subsidiary and, upon the reasonable request of the Administrative Agent or the Required Lenders, cause such Subsidiary to become a party to the Guaranty and grant a security interest in the Equity Interests (other than Equity Interests constituting Excluded Assets) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to the Security Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (c) upon the request of the Administrative Agent or the Required Lenders, deliver to the Administrative Agent any Certificated Securities issued by such Subsidiary, if any, and will cause assignments related thereto, in each of case, to the Subsidiary Guarantors toextent required by the Security Agreement, grant (d) deliver to the Administrative Agent such updated schedules to the Credit Documents as reasonably requested by the Administrative Agent with respect to such Subsidiary, (e) deliver to the Administrative Agent counterparts, joinders or similar documents with respect to the Guaranty, the Security Agreement and the Intercompany Subordination Agreement and (f) deliver to the Administrative Agent such other security documents with respect to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Administrative Agent, including with respect to any Real Property with a fair market value above $1,000,000, to the extent reasonably requested by the Administrative Agent and in compliance with Applicable Law, Real Property Deliverables, all in form, content and scope reasonably satisfactory to the Administrative Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to in the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor AgreementCollateral, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Liens, in each case other than Permitted Liens. The To the extent required pursuant to the Credit Documents, the Additional Security Documents or instruments instruments, filings or documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all material Taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentspaid in full.

Additional Security; Further Assurances; etc. (a) The Borrowers Subject to applicable Gaming Regulations and the terms herein, the Borrower will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) Collateral of the Borrowers Borrower and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectivelyin the case of Real Property, Mortgages and such other documentation as set forth in Section 13.22, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to timereasonably requested by the Collateral Agent) (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) Borrower and shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages (if and to the extent perfection is required by the Security Documents) superior to and prior to the rights of all third Persons and enforceable against third parties (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law ) and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed (if and to the extent perfection is required by the Security Documents) in such manner and in such places as are required by law to establish, perfectperfect (if and to the extent perfection is required by the Security Documents), preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges then due, owing and payable in connection therewith shall have been paid in full. Notwithstanding any other provision in the foregoing, (i) this Agreement or any Section 9.12(a) shall not apply to (and the Borrower and the other Credit Document, no Excluded Subsidiary Parties shall not be required to pledge grant a Mortgage in) any fee owned Real Property the Fair Market Value of its assets which is less than $500,000, any Leasehold subject to secure a ground lease, the Fair Market Value of which is less than $500,000, any obligations Leasehold (other than ground leases) for which the aggregate annual rental payments are less than $500,000 or any Leasehold with respect to which the respective Credit Party has not obtained (after using commercially reasonable efforts to obtain same) the consent of the Borrowers under the lessor to grant a mortgage in such Leasehold and (ii) this Section 9.12(a) shall not require any Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsParty to grant any security interest in any Excluded Property.

Additional Security; Further Assurances; etc. (a) The Borrowers Subject to clause (e) of this Section 8.12, Holdings will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Creditors, at the expense of the Borrower, security interests and Mortgages (not to exceed 110% of the Fair Market Value of the Real Property being mortgaged) in such the assets and properties (in the case Real Property of Real Property, limited to Material Real Property) of the Borrowers Holdings and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Security Documents, as may be reasonably requested from time to time by the Collateral Administrative Agent or Required Lenders (or otherwise required at such time pursuant to the Security Documents, subject to the terms of the Initial Intercreditor Agreement) (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and the Required Lenders and shall constitute valid and enforceable (x) First Priority (subject to exceptions as are reasonably acceptable to the Collateral Agentterms of the Initial Intercreditor Agreement) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests interests, hypothecations and Mortgages with respect to Term Loan Priority Collateral and (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles y) Second Priority (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu terms of the Initial Intercreditor Agreement) perfected security interests, superior hypothecations and Mortgages with respect to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted LiensABL Facility Priority Collateral. The Additional Security Documents or instruments related thereto shall shall, at the expense of the Borrower, be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoing, this Section 8.12(a) shall not apply to (and Holdings and its Subsidiaries shall not be required to grant a security interest or Mortgage in) (i) any owned Real Property the Fair Market Value of which is less than $2,000,000 or any Leasehold unless, in either case, a Mortgage is granted (or required to be granted) in respect of such Real Property pursuant to the terms of either the ABL Loan Documents or the documents governing any secured Indebtedness incurred or issued in reliance on Section 9.04(o) or (r), (ii) any motor vehicles, (iii) more than 65% of the voting Equity Interests of any first-tier CFC or Domestic Foreign Holding Company that is directly owned by any Credit Party, (iv) any Equity Interests of any CFC or Domestic Foreign Holding Company that is not directly owned by any Credit Party, and any Subsidiary of such CFC and Domestic Foreign Holding Company or (v) any other provision in this assets expressly excluded from Security Agreement Collateral or any other Credit Document, no Excluded Subsidiary shall be required to pledge Collateral under any of its assets to secure the Security Documents, including any obligations of Excluded Assets (as defined in the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsSecurity Agreement).

Additional Security; Further Assurances; etc. The Borrower and each other Credit Party shall promptly following the creation, formation, or acquisition of any Subsidiary (and, in any event, within sixty (60) days, as such time period may be extended by the Administrative Agent in its sole discretion) cause such Subsidiary now existing or created, formed or acquired to (a) The Borrowers willto the extent such Subsidiary is party to any Intercompany Loan that is evidenced by a note, cause such Subsidiary to deliver such note to the Administrative Agent, (b) to the extent such Subsidiary is not a Subsidiary Guarantor, notify the Administrative Agent and the Lenders of the creation, formation, or acquisition of such Subsidiary and, upon the reasonable request of the Administrative Agent or the Required Lenders, cause such Subsidiary (other than an Excluded Subsidiary) to become a party to the Guaranty and grant a security interest in the Equity Interests owned by such Subsidiary (other than any Excluded Pledges) by delivering to the Administrative Agent a duly executed supplement to the Pledge Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (c) upon the request of the Administrative Agent or the Required Lenders, deliver to the Administrative Agent any Certificated Securities issued by such Subsidiary (other than any Excluded Pledges), if any, and will cause each of the Subsidiary Guarantors toassignments related thereto, grant (d) deliver to the Collateral Administrative Agent for such updated schedules to the benefit of Credit Documents as requested by the Secured Creditors security interests and Mortgages in Administrative Agent with respect to such assets and properties Subsidiary, (e) except in the case of Real Propertyany Excluded Subsidiary, limited deliver to Material Real Property) of the Borrowers Administrative Agent counterparts, joinders or similar documents with respect to the Guaranty, the Pledge Agreement and the Subsidiary Guarantors as are acquired after Intercompany Subordination Agreement and (f) except in the Closing Date (case of any Excluded Subsidiary, deliver to the Administrative Agent such other than assets constituting Excluded Collateral) and documents as may be reasonably requested from time to time by the Collateral Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Pledge Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreementinterests, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens, other than involuntary Liens except for Permitted Lienspermitted under Section 6.01. The Additional Security Pledge Documents or instruments instruments, filings or documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Pledge Documents and all Taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentspaid in full.

Additional Security; Further Assurances; etc. (a) The Borrowers Holdings will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Parties security interests and Mortgages in such Oil and Gas Assets and other assets of Holdings and such other Credit Party (including, without limitation properties (in of Holdings and such other Credit Party acquired subsequent to the case of Real Property, limited to Material Real PropertyClosing Date) of the Borrowers and the Subsidiary Guarantors as are acquired after not covered by the Closing Date original Security Documents (other than assets constituting Excluded Collateralincluding, without limitation, with respect to any such property, pursuant to grants pursuant to the laws of Scotland) and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”); provided that no Credit Party shall be required to take any action to grant or perfect a security interest on any Excluded Asset for so long as, and to the extent that, such Oil and Gas Properties constitute Excluded Assets; provided, further, that within 60 days following the date of the first Reserve Report reflecting that any Credit Party owns Oil and Gas Properties in North America that are not Excluded Assets, the applicable Credit Party shall cause such Oil and Gas Properties to become Collateral subject to the Liens of the Security Documents. In addition, at such time as any deposit account of Holdings or any Credit Party ceases to be an Excluded Account, Holdings or the applicable Credit Party, shall, within 60 days thereafter, cause such deposit account to become Collateral subject to the Liens of the Security Documents. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, mortgages superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto 91 shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentshave been paid in full.”

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors other Credit Parties to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Borrower’s and the Subsidiary Guarantors such other Credit Parties’ assets, properties and owned real properties having a Fair Market Value in excess of $5,000,000 as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably reason-ably requested from time to time by the Collateral Admin-is-trative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”); provided that the Credit Parties shall not be required to grant Liens on assets that are subject to express exclusions in the Security Documents until (and then to the extent) such exclusions are no longer applicable. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise documenta-tion reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Borrower shall cause the Additional Security Documents or instruments related thereto shall to be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding any other provision in The Borrower shall make arrangements to ensure that all such recordations and filings made pursuant to this Agreement Section 8.12 or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Security Documents or guarantee Additional Security Documents are made at least one Business Day before any equivalent recordations or filings are made pursuant to the obligations of the Borrowers under the Credit Second-Lien Note Documents.

Additional Security; Further Assurances; etc. (ai) The Each of the Borrowers will, and will cause each of the US Subsidiary Guarantors and Related Foreign Company Guarantors to, grant to the Collateral Agent Agent, for the benefit of the Secured Creditors described in the Security Documents to which such Credit Party is a party, security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors such Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Security Documents to which such Credit Party is a party, or as may be reasonably requested from time to time by the Collateral Agent Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “"Additional Security Documents”"). All such Such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall (subject except as otherwise consented to exceptions as are reasonably acceptable to by the Collateral AgentRequired Lenders) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens Liens, except for Permitted Liens. The Additional Security Documents or other instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens Liens, in favor of the Collateral Agent for the benefit of the respective Secured Creditors, required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, (x) this Section 7.09(a) shall not apply to any other provision operating lease which by its terms prevents the respective Credit Party from granting a security interest therein, provided that such Credit Party shall use reasonable good faith efforts at the time it enters into any such lease, to have any such restrictive terms eliminated and (y) unless otherwise permitted (or not restricted) by the applicable CanCo Restrictions then in this Agreement or effect, any other Credit Document, no Excluded Subsidiary Additional Security Documents entered into by CanCo shall be required to pledge any of its assets to only secure any CanCo's direct obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentsto which it is a party.

Additional Security; Further Assurances; etc. (a) The Borrowers (i) Each of Holdings and Borrower will, and will cause each of the Subsidiary Guarantors its Wholly-Owned Domestic Subsidiaries (and subject to Section 7.15, each of its Wholly-Owned Foreign Subsidiaries) to, grant to the Collateral Agent Agent, for the benefit of the Lenders and the other Secured Creditors described in the Collateral Documents, security interests and Mortgages mortgages in such assets and properties (in of Holdings, the case of Real Property, limited to Material Real Property) of the Borrowers and the Borrower or such Wholly-Owned Subsidiary Guarantors as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Collateral Documents or as may be reasonably requested from time to time by the Collateral Agent Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “"Additional Security Documents”"). All such Such security interests and Mortgages mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent Required Lenders and shall (subject except as otherwise consented to exceptions as are reasonably acceptable to by the Collateral AgentRequired Lenders) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens, except such Liens except for Permitted Liensas are permitted by Section 8.2. The Additional Security Documents or other instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens Liens, in favor of the Collateral Agent for the benefit of the Lenders and the other respective Secured Creditors, required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 7.7(a) shall not apply to any other provision in this Agreement operating lease which by its term prevents the respective lessee from granting a security interest therein, provided that Holdings, the Borrower or any other Credit Document, no Excluded the respective Wholly-Owned Subsidiary shall use reasonable good faith efforts (x) at the time it enters into any such lease, to have any such restrictive terms eliminated and (y) if it is unsuccessful, upon any subsequent request of the Required Lenders to negotiate the removal or waiver of any such provision; provided, however, that Holdings, the Borrower or such Wholly-Owned Subsidiary, as the case may be, shall not be required to pledge pay any consideration (other than de minimis amounts) or incur any material obligation or relinquish any material right in connection with the elimination, removal or waiver of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentssuch restriction.

Additional Security; Further Assurances; etc. (a) The Except during a Collateral Release Period and other than with respect to an Excluded Entity (as defined in the US Pledge Agreement), each of the Borrowers will, and will cause each of the US Subsidiary Guarantors, Canadian Guarantors, Dutch Guarantors and Related Foreign Company Guarantors to, grant to the Collateral Agent Agent, for the benefit of the Secured Creditors described in the Security Documents to which such Credit Party is a party, security interests in the capital stock and Mortgages in other equity interests of the Subsidiaries owned by such assets and properties Credit Party (which, in the case of Real PropertyForeign Subsidiaries (other than Canadian Subsidiaries) owned by a Foreign Credit Party, shall be limited to Material Real PropertySubsidiaries organized in the country of such Foreign Credit Party which are directly owned by such Foreign Credit Party) of the Borrowers and the Subsidiary Guarantors as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Security Documents to which such Credit Party is a party, or as may be reasonably requested from time to time by the Collateral Agent Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”)) . All such Such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall (subject except as otherwise consented to exceptions as are reasonably acceptable to by the Collateral AgentRequired Lenders) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens Liens, except for Permitted Liens. The Additional Security Documents or other instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens Liens, in favor of the Collateral Agent for the benefit of the respective Secured Creditors, required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full; provided, however, no US Pledge Agreement that is governed by local law shall be required for the capital stock of any Foreign Subsidiary of Silgan that is owned directly by a US Credit Party unless such Foreign Subsidiary is either a Canadian Subsidiary, Dutch Subsidiary or a directly owned Foreign Credit Party. Notwithstanding any other provision the foregoing, except as, and to the extent, provided in this Agreement or any other Section 8.10, (i) no Foreign Credit Document, no Excluded Subsidiary Party shall be required to pledge guaranty the Obligations of any US Credit Party or have any equity interests owned by it secure the Obligations of its assets any US Credit Party and (ii) to secure any obligations the extent required, a Credit Party shall only be required to execute and deliver Additional Security Documents in connection with a Restructuring Transaction upon completion of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentssuch Restructuring Transaction.

Additional Security; Further Assurances; etc. (a) The Borrowers Each Borrower will, and will cause each of the Subsidiary Guarantors its Subsidiaries to, grant at the expense of such Borrower and its Subsidiaries, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent for from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments, and take such further steps relating to the benefit collateral covered by any of the Secured Creditors security Pledge and Security Agreement, as the Collateral Agent may reasonably require in order to effect, protect or further evidence the grant or perfection of Liens provided for in the Pledge and Security Agreement, including, without limiting the foregoing, (1) with respect to any Pledge and Security Agreement Collateral relating to equity interests in any Person organized under the laws of any jurisdiction other than the United States or a State thereof (each a "Foreign Entity"), upon the request of the Collateral Agent, each Borrower will, and Mortgages will cause the respective Credit Party that owns the equity interest in such assets and properties Foreign Entity (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors as are acquired after the Closing Date (respective Foreign Entity) to, execute any additional pledge or other than assets constituting Excluded Collateral) and security agreements as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, protect the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Pledge and Security Documents. Notwithstanding Agreement pursuant to the requirements of applicable local law of such Foreign Entity and to take such further steps relating to such collateral as the Collateral Agent may reasonably request and (2) to the extent any other provision in this Agreement assets are acquired by any Borrower or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets Subsidiaries after the date hereof which would constitute Pledge and Security Agreement Collateral, such Pledge and Security Agreement Collateral shall, to secure the extent required by the Pledge and Security Agreement, be delivered for pledge thereunder and any obligations additional actions as required above by the Collateral Agent shall be taken in connection therewith. Furthermore, each Borrower will cause to be delivered to the Collateral Agent such opinions of counsel, and other related documents as may be reasonably requested by the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsCollateral Agent to assure itself that this Section 8.13 has been complied with.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors its Wholly-Owned Domestic Subsidiaries to, grant to the Collateral Agent Agent, for the benefit of the Secured Creditors Creditors, security interests and Mortgages mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Borrower or such Wholly-Owned Domestic Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) as are not covered by the Security Documents, and as may be reasonably requested from time to time by the Collateral Agent or the Required Banks (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “"Additional Security Documents”"). All such security interests and Mortgages mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, mortgages superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted LiensLiens or Permitted Encumbrances. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding the foregoing, this Section 8.11(a) shall not apply to (I) any Leasehold (other provision than any MK Leasehold) from any lessor if (i) the fair market value of such Leasehold (as determined in this Agreement good faith by senior management of the Borrower) is less than $5,000,000 or any other Credit Document(ii) the Borrower or such Wholly-Owned Subsidiary, no Excluded Subsidiary as the case may be, shall be required to pledge pay any consideration or expenses (other than de minimis amounts) or incur any material obligation or suffer any undue burden in connection with the grant of a security interest in such Leasehold and (II) any MK Leasehold which by its assets terms prevents the respective lessee from granting a security interest therein, provided that each of Xxxxxx and BCM Holdings shall use its reasonable efforts to secure any obligations obtain memoranda of lease (in recordable form) and consents to leasehold mortgages in respect of the Borrowers under MK Leaseholds and, in the Credit Documents event Xxxxxx or guarantee BCM Holdings is successful in its effort to obtain any such memorandum or consent, Xxxxxx or BCM Holdings, as the obligations case may be, shall deliver to the Collateral Agent (i) a fully executed counterpart of Mortgage in form and substance satisfactory to the Collateral Agent, together with evidence that a counterpart of such Mortgage has been delivered to the title insurance company insuring the lien on such Mortgage for recording in all places to the extent necessary or, in the opinion of the Borrowers Collateral Agent, desirable to effectively create a valid and enforceable first priority mortgage lien on such MK Leasehold in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the Credit Documentsbenefit of the Secured Creditors and (ii) a Mortgage Policy on such MK Leasehold issued by such title insurer satisfactory to the Collateral Agent in amounts satisfactory to the Collateral Agent, assuring the Collateral Agent that the Mortgage on such MK Leasehold is a valid and enforceable first priority mortgage lien on such MK Leasehold, free and clear of all defects and encumbrances except Permitted Encumbrances and such Mortgage Policy (w) shall otherwise be in form and substance satisfactory to the Collateral Agent, (x) shall include (as appropriate) an endorsement for future advances under this Agreement and the Notes and for any other matter that the Collateral Agent may request, (y) shall not include an exception for mechanics' liens or creditors' rights and (z) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent may request. The parties hereto agree and understand that if a security interest is not required to be granted in the respective Leasehold by reason of the provisions of the preceding sentence, no Default or Event of Default shall arise under this Agreement as a result of any failure to grant said security interest.

Additional Security; Further Assurances; etc. (a) The Borrowers US Company will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests Liens, hypothecs and Mortgages in such assets and properties (in the case owned Real Property of Real Property, limited to Material Real Property) of the Borrowers US Company and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests Liens, hypothecs and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests Liens, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted LiensLiens or, in the case of Real Property, the Permitted Encumbrances related thereto (provided that Administrative Agent’s Liens on the LKE Joint Accounts need not be perfected). The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In connection with the delivery of any Mortgage, US Company will, and will cause each other Credit Party to, to the extent reasonably requested from time to time by the Administrative Agent or the Required Lenders, deliver (i) a Mortgage Policy issued by a title insurer reasonably satisfactory to the Administrative Agent, in form and substance and in an amount reasonably satisfactory to the Administrative Agent insuring that the Mortgage is a valid and enforceable First Priority Lien on the respective property other than Permitted Encumbrances, (ii) a then current A.L.T.A. survey, certified to the Administrative Agent and the Collateral Agent by a licensed surveyor sufficient to allow the issuer of the Mortgage Policy to issue such Mortgage Policy without a survey exception, (iii) an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and (iv) a certificate in a form reasonably acceptable to the Administrative Agent (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Borrower) indicating that the property is not in a flood zone, or if the property is in a flood zone, evidence that appropriate insurance reasonably acceptable to the Administrative Agent has been obtained. Notwithstanding any other provision in the foregoing, this Agreement or any Section 9.13(a) shall not apply to (and US Company and the other Credit Document, no Excluded Subsidiary Parties shall not be required to pledge grant a Mortgage in) any Real Property the Fair Market Value of its assets to secure any obligations of which is less than $15,000,000 or the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsEquivalent Amount thereof.

Additional Security; Further Assurances; etc. (a) The Borrowers Holdings will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case Real Property of Real Property, limited to Material Real Property) of the Borrowers Holdings and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted LiensLiens or, in the case of Real Property, the Permitted Encumbrances related thereto (it being understood that the Permitted Liens described in Section 10.01(iv)(y) are subject to the terms of the Intercreditor Agreement). The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding any other provision in the foregoing, this Agreement or any other Credit Document, no Excluded Subsidiary Section 9.12(a) shall not apply to (and Holdings and its Subsidiaries shall not be required to pledge grant a Mortgage in) any (x) owned Real Property the Fair Market Value of its assets which (including for this purpose, without limitation, all land, improvements and fixtures) is less than $1,000,000 or (y) any Leasehold (unless, in the case of either preceding clause (x) or (y), a Mortgage on any owned real property or a Leasehold is granted (or required to secure any obligations be granted) in favor of the Borrowers under Senior Secured Notes Collateral Agent). Furthermore, Holdings will, and will cause the other Credit Documents or guarantee Parties that are Subsidiaries of Holdings to, deliver to the obligations Administrative Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Borrowers under the Credit DocumentsAdministrative Agent to assure itself that this Section 9.12(a) has been complied with.

Additional Security; Further Assurances; etc. (a) The Borrowers will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material other than Real Property) of the Borrowers and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, Document (w) no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents., (x) no action shall be required to be taken by a Credit Party, or taken by any Agent or Lender, to perfect security interests in assets of the Credit Parties located outside of the United States or otherwise with respect to creation or perfection of Liens under foreign law, and (x) notices shall not be required to be sent to Account Debtors or other contractual third parties (other than third parties party to any Credit Document or during the continuance of an Event of Default). 106

Additional Security; Further Assurances; etc. (a) The Borrowers Each Credit Party will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors such Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents to the extent required thereunder and as may be reasonably requested from time to time by the Administrative Agent, the Collateral Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection (or the equivalent with respect to each Credit Party that is not a U.S. Credit Party, under Applicable Law) action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected (or the equivalent with respect to each Credit Party that is not a U.S. Credit Party under Applicable Law) security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens Liens, in each case, except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit DocumentDocument to the contrary, no FSHCO, Foreign Subsidiary (other than a Canadian Subsidiary and each other Subsidiary which becomes a Subsidiary Guarantor pursuant to the proviso to the definition of “Excluded Subsidiary”), or Domestic Subsidiary of a Foreign Subsidiary that is a CFC shall be required to pledge (i) pledge, nor shall the U.S. Collateral include, any of its assets to secure any obligations of the Borrowers under the Credit Documents or (ii) guarantee the obligations of the Borrowers under the Credit DocumentsObligations.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets Collateral and properties (in the case of Real Property, limited to Material Real Property) Property Collateral of the Borrowers Borrower and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date original Security Documents (other than assets constituting Excluded CollateralAssets) and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed otherwise modified from time to time, the “Additional Security Documents”); except, that, Administrative Agent or the Required Lenders will not request the filing of any Mortgages on any Mortgaged Property so long as no Event of Default has occurred and is continuing. All such security interests and Mortgages (i) shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and the Borrower; it being understood and agreed that each Mortgage on any Mortgaged Property shall be in form and substance substantially similar to any Mortgage on such Mortgaged Property executed by the Borrower and/or any other Credit Party in favor of the Term Loan Agent under the Term Loan Documents, and (ii) subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) , shall constituteconstitute valid, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), ) and perfected security interests (if and to the extent the assets subject to the ABL Intercreditor Agreement applicable Additional Security Document can be perfected by the actions required by such Additional Security Document) and any Pari Passu Intercreditor Agreement, Mortgages superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted LiensLiens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfectperfect (if and to the extent such security interests can be perfected by the filings or other actions required under the Additional Security Documents), preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in the foregoing, this Agreement or any other Credit Document, no Excluded Subsidiary Section 8.11(a) shall not apply to (and the Borrower and its Restricted Subsidiaries shall not be required to pledge grant a Mortgage in) any Leaseholds (regardless of its assets fair market value) or any owned Real Property the fair market value of which is less than $1,000,000 (as reasonably determined by the Borrower or such Restricted Subsidiary and reasonably acceptable to secure any obligations the Administrative Agent); provided, however, that in no event shall the aggregate fair market value (as reasonably determined by the Borrower) of all owned Real Property not required to be subject to a Mortgage by operation of this sentence exceed $10,000,000 in the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentsaggregate.

Additional Security; Further Assurances; etc. (a) The Borrowers Lead Borrower will, and will cause each of the Subsidiary Guarantors other Credit Parties that are Restricted Subsidiaries of the Lead Borrower to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Lead Borrower and such other Credit Parties that are Restricted Subsidiaries of the Subsidiary Guarantors Lead Borrower as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”); provided that (i) the pledge of the outstanding capital stock of any FSHCO or Foreign Subsidiary directly owned by the Lead Borrower or a Domestic Subsidiary shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such FSHCO or Foreign Subsidiary and (y) one-hundred percent (100%) of the non-voting Equity Interests of such FSHCO or Foreign Subsidiary, (ii) security interests and Mortgages shall not be required with respect to any Real Property that is not Material Real Property and (iii) security interests and Mortgages shall not be required with respect to any assets or properties to the extent that such security interests or Mortgages would result in a material adverse tax consequence to Holdings or its Restricted Subsidiaries, as reasonably determined by the Lead Borrower and notified in writing to the Administrative Agent. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded FSHCO or Foreign Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers Lead Borrower under the Credit Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers willBorrower will cause, and will cause each of the other Credit Parties to cause, each of its Wholly-Owned Domestic Subsidiaries formed or acquired (or which first becomes such a Wholly-Owned Domestic Subsidiary) after the Effective Date to become a Credit Party (and, if requested by the Administrative Agent (at the direction of the Required Lenders) to execute and deliver any applicable deposit account control agreements, securities account control agreements, intellectual property security agreement, intellectual property agreement supplements and all other appropriate Security Documents, in each case, in form and substance satisfactory to the Required Lenders in their sole discretion within ten (10) days (or such longer time period if agreed to by the Administrative Agent at the direction of the Required Lenders) after the formation or acquisition thereof or after the first date upon which the respective Subsidiary Guarantors toof such Person becomes a Wholly-Owned Domestic Subsidiary. Upon execution and delivery of a joinder to this Agreement, each such Person (i) shall become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Credit Documents and (ii) will grant Liens to the Collateral Agent Agent, for the benefit of the Secured Creditors security interests Creditors, in any property of such Credit Party which constitutes Collateral pursuant to Security Documents satisfactory to the Required Lender in their sole discretion, if the Final DIP Order does not already create a valid and Mortgages in perfected Lien on such assets . In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and properties (in the case of Real Propertydeliver, limited or cause to Material Real Property) be executed and delivered, all other relevant documentation of the Borrowers and type described in Section 6 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Subsidiary Guarantors as are acquired after Effective Date, including the Closing Date filing of the UCC financing statements (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”their equivalent). All such security interests and Mortgages The Borrower shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance deliver to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement prompt written notice if it or any other Credit Document, no Excluded Subsidiary shall be required Party acquires any Real Property on which any improvement is located that is subject to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentsfederal flood insurance laws and requirements.

Additional Security; Further Assurances; etc. (a) The Borrowers Subject to clause (e) of this Section 9.12, Parent and the Company will, and will cause each of the Subsidiary Guarantors Company’s Subsidiaries to, grant to the Collateral Agent for the benefit of the Secured Creditors Creditors, at the expense of the Borrowers, security interests and Mortgages (not to exceed 110% of the Fair Market Value of the Real Property being mortgaged) in such the assets and properties (in Real Property of Parent, the case of Real Property, limited to Material Real Property) of the Borrowers Company and the such other Subsidiary Guarantors as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Security Documents, as may be reasonably requested from time to time by the Collateral Administrative Agent (or otherwise required at such time pursuant to the Intercreditor Agreements) (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable (i) First Priority (subject to exceptions as are reasonably acceptable to the Collateral Agentterms of the Intercreditor Agreements) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests interests, hypothecations and Mortgages with respect to ABL Facility Priority Collateral and (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles ii) Second Priority (regardless of whether enforcement is sought in equity or at law)), subject to the ABL terms of the Intercreditor Agreement Agreements) perfected security interests, hypothecations and any Pari Passu Intercreditor Agreement, superior Mortgages with respect to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted LiensTerm Loan Priority Collateral. The Additional Security Documents or instruments related thereto shall shall, at the expense of the Borrowers, be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoing, this Section 9.12(a) shall not apply to (and Parent, the Company and its Subsidiaries shall not be required to grant a security interest or Mortgage in) (A) any owned Real Property the Fair Market Value of which is less than $2,000,000 or any Leasehold unless, in either case, a Mortgage is granted (or required to be granted) in respect of such Real Property pursuant to the terms of the Priming Term Loan Documents or the documents governing any secured Indebtedness incurred or issued in reliance on Section 10.04(r), (B) any motor vehicles, (C) [reserved] or (D) any other provision in this assets expressly excluded from Security Agreement Collateral or any other Credit Document, no Excluded Subsidiary shall be required to pledge Collateral under any of its assets to secure the Security Documents, including any obligations of Excluded Assets (as defined in the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsSecurity Agreement).

Additional Security; Further Assurances; etc. (a) The Borrowers Parent will, and will cause each of the Subsidiary Guarantors other Loan Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Parties security interests and Mortgages in such assets and properties (other than Excluded Property and, in the case of Real Property, limited to Material Real Property) of the Borrowers Parent and the Subsidiary Guarantors such other Loan Parties as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”); provided that (i) the pledge of the outstanding capital stock of any FSHCO or Foreign Subsidiary directly owned by a Loan Party shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such FSHCO or Foreign Subsidiary and (y) one-hundred percent (100%) of the non-voting Equity Interests of such FSHCO or Foreign Subsidiary, (ii) security interests and Mortgages shall not be required with respect to any Real Property that is not Material Real Property and (iii) security interests and Mortgages shall not be required with respect to any assets or properties to the extent that such security interests or Mortgages would result in a material adverse tax consequence to Parent or its Restricted Subsidiaries, as reasonably determined by the Lead Borrower and notified in writing to the Agent. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Loan Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement, any Additional Debt Intercreditor Agreement and any Pari Passu Permitted Junior Debt Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this 109 Agreement or any other Credit Loan Document, no Excluded FSHCO or Foreign Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers Loan Parties under the Credit Loan Documents or guarantee the obligations of the Borrowers Loan Parties under the Credit Loan Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers Holdings and the Borrower will, and will cause each of the Subsidiary Guarantors other Guarantor to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests in and Mortgages in on such assets and properties Real Property of Holdings and such other Guarantor (in the case of Real Property, limited to Material Real Propertyother than Excluded Collateral (including Excluded Equity Interests)) of the Borrowers and the Subsidiary Guarantors as are acquired after not covered by the Security Documents in effect on the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed otherwise modified from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) Borrower and shall constituteconstitute valid, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights 104 Table of Contents and by equitable principles (regardless of whether enforcement is sought in equity or at law))) under applicable domestic law and perfected security interests, subject to the ABL Intercreditor Agreement hypothecations and any Pari Passu Intercreditor Agreement, Mortgages superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens Liens, in each case, except for Permitted LiensLiens and subject to the terms of the Intercreditor Agreement. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfectperfect (if and to the extent the assets subject to the applicable Additional Security Document can be perfected by the actions required by such Additional Security Document), preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all material taxes, fees and other charges payable in connection therewith shall be paid in full to the extent due and owing. Notwithstanding any the foregoing, this Section 9.11(a) shall not apply to (and Holdings, the Borrower and the other provision in this Agreement or any other Credit Document, no Excluded Subsidiary Guarantors shall not be required to pledge grant a Mortgage in) (i) any owned Real Property the Fair Market Value of its assets which (as reasonably determined by the Borrower) is less than or equal to secure $2,000,000 or (ii) any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsLeasehold.

Additional Security; Further Assurances; etc. (a) The Borrowers Each Credit Party will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors such Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents to the extent required thereunder and as may be reasonably requested from time to time by the Administrative Agent, the Collateral Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection (or the equivalent with respect to each Credit Party that is not a U.S. Credit Party, under Applicable Law) action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected (or the equivalent with respect to each Credit Party that is not a U.S. Credit Party under Applicable Law) security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, 144 reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens Liens, in each case, except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit DocumentDocument to the contrary, no FSHCO, Foreign Subsidiary (other than a Canadian Subsidiary and each other Subsidiary which becomes a Subsidiary Guarantor pursuant to the proviso to the definition of “Excluded Subsidiary”), or Domestic Subsidiary of a Foreign Subsidiary that is a CFC shall be required to pledge (i) pledge, nor shall the U.S. Collateral include, any of its assets to secure any obligations of the Borrowers under the Credit Documents or (ii) guarantee the obligations of the Borrowers under the Credit DocumentsObligations.

Additional Security; Further Assurances; etc. (a) The Borrowers Parent will, and will cause each of the Subsidiary Guarantors other Credit Parties that are Restricted Subsidiaries of the Parent to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests in and Mortgages in mortgage liens on such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Parent and such other Credit Parties that are Restricted Subsidiaries of the Subsidiary Guarantors Parent as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”). All ; provided that (b) the pledge of the outstanding capital stock of any FSHCO or CFC shall be limited to (c) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such FSHCO or CFC and (d) one-hundred percent (100%) of the non-voting Equity Interests of such FSHCO or CFC, (e) mortgage liens shall not be required with respect to any Real Property that is not Material Real Property and (f) security interests and mortgage liens shall not be required with respect to any assets or properties to the extent that such security interests or mortgage liens would result in a material adverse tax consequence to the Parent or its Restricted Subsidiaries, as reasonably determined by the Parent and Mortgages notified in writing to the Administrative Agent. All security interests and mortgage liens shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages mortgage liens (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu ABL/Term Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary FSHCO or CFC shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents135 * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED MATERIAL IS MARKED WITH "[REDACTED]".

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of fee-owned Real Property, limited to Material Real Property) Property of the Borrowers Borrower and the Subsidiary Guarantors other Credit Parties as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable and, following delivery of certificated Pledge Agreement Collateral to the Collateral Agent and the filing and/or recordation of the necessary UCC-1 financing statements, documents with the United States Patent and Trademark Office and the United States Copyright Office (with respect to intellectual property rights, to the extent that such perfection and priority may be achieved by filings made in the United States Patent and Trademark Office and the United States Copyright Office or otherwise deemed advisable by the Administrative Agent) ), and/or mortgages in the appropriate jurisdiction, shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted LiensLiens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be paid in full. The Borrower will, and will cause each other Credit Party to, ensure that (i) the assets serving as security for the Senior Secured Notes Documents and/or the Second Lien Notes Documents, as the case may be, are no more expansive than the assets constituting Collateral pursuant to the Security Documents and shall grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages to ensure compliance with the preceding, (ii) the Liens created pursuant to the Senior Secured Notes Documents are at all times subject to the Senior Secured Notes Intercreditor Agreement, (iii) the Liens created pursuant to the Second Lien Notes Documents are at all times subject to the Second Lien Notes Intercreditor Agreement and (iv) all recordations and filings made pursuant to this Section 9.12 or any of the Security Documents that are made substantially concurrently with any filing in respect of Second Lien Notes Documents are made prior to any equivalent recordations or filings pursuant to the Second Lien Notes Documents. Notwithstanding any other provision anything in this Agreement or any in the other Credit DocumentDocuments to the contrary, no Excluded (i) neither the Borrower nor any Subsidiary Guarantor shall be required to pledge grant a Mortgage on (A) any fee-owned Real Property, the Fair Market Value of its assets which is less than $3,000,000 or (B) the Designated XETA Real Property, in either case, unless a Mortgage on such Real Property is granted (or required to secure any obligations be granted) for the benefit of the Borrowers under the Credit Documents holders (or guarantee the obligations any trustee or collateral agent) of the Borrowers under Senior Secured Notes or Second Lien Notes and (ii) Liens created pursuant to Section 10.01(xxviii) may be created and incurred and remain outstanding so long as the Credit DocumentsSenior Secured Notes and the Second Lien Notes are issued in accordance with this Agreement and any representation, warranty, or covenant that could be violated or Default or Event of Default that could occur as a result thereof shall be deemed to have been modified to permit such Liens.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors its Wholly-Owned Domestic Subsidiaries to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and the Subsidiary Guarantors such Wholly-Owned Domestic Subsidiaries as are acquired after the Closing Effective Date (other than assets constituting Excluded Collateral) and not otherwise covered by the original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”); provided that, (i) in the event that a Mortgage is granted by the Borrower or any Wholly-Owned Domestic Subsidiaries pursuant to the provisions of this Section 8.12, then in each such case, the Borrower will, and will cause each Wholly-Owned Domestic Subsidiaries to, execute and deliver all other relevant documentation (including opinions of counsel) of the type described in Sections 5.03(iii) and 5.14 as such Borrower or such Wholly-Owned Domestic Subsidiary would have had to deliver if the Mortgage were a condition precedent to Credit Events on the Initial Borrowing Date and (ii) neither the Borrower nor any of its Subsidiaries shall be required to grant a security interest in any immaterial Real Property or immaterial intellectual property pursuant to this Section 8.12. Notwithstanding the foregoing, the Borrower shall deliver to the Collateral Agent (i) a Mortgage on its Real Property located at 6000 00xx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx, together with all other relevant documentation of the type described in Sections 5.03(iii) and 5.14 relating to such Real Property, no later than December 31, 2003, and (ii) a Mortgage on its Real Property located at East Gxxxxx Road, Castle Rock, Colorado, together with all other relevant documentation of the type described in Sections 5.03(iii) and 5.14 relating to such Real Property, no later than March 31, 2004. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentshave been paid in full.

Additional Security; Further Assurances; etc. (a) The Borrowers Except as otherwise provided in Section 9.15 and for Wholly-Owned Specified Subsidiaries existing on the Initial Borrowing Date (for so long as (and to the extent that) such Persons constitute Wholly-Owned Specified Subsidiaries), the Borrower will, and will cause each of the Subsidiary Guarantors its Wholly-Owned Domestic Subsidiaries to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and the Subsidiary Guarantors such Wholly-Owned Domestic Subsidiaries as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “"Additional Security Documents”"); provided, however, neither the Borrower nor any Wholly-Owned Domestic Subsidiary of the Borrower will be required to grant a Mortgage on Real Property pursuant to this Section 8.12(a) unless the fair market value (as determined in good faith by the Borrower) of such Mortgaged Property equals or exceeds $1,000,000. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action after appropriate filings have been made (which to the Credit Parties agree extent required to take pursuant to clause (e) below) be so made), valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentshave been paid in full.

Additional Security; Further Assurances; etc. (a) The Borrowers Except as otherwise provided in Section 9.13 and for Wholly-Owned Specified Subsidiaries (for so long as (and to the extent that) such Persons constitute Wholly-Owned Specified Subsidiaries), Magellan will, and will cause each of the Subsidiary Guarantors its Wholly-Owned Domestic Subsidiaries to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Magellan and the Subsidiary Guarantors such Wholly-Owned Domestic Subsidiaries as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”); provided, however, neither Magellan nor any Wholly-Owned Domestic Subsidiary of Magellan will be required to grant a Mortgage on any owned Real Property pursuant to this Section 8.12(a) unless the fair market value (as determined in good faith by Magellan) of such Mortgaged Property equals or exceeds $1,000,000. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action after appropriate filings have been made (which to the Credit Parties agree extent required to take pursuant to clause (e) below) be so made), valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentshave been paid in full.

Additional Security; Further Assurances; etc. (a) The Borrowers will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Applicable Intercreditor Agreement, superior to and prior to the rights and Liens of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, Document (x) no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents, (y) no action shall be required to be taken by a Credit Party, or shall be taken by any Agent or Lender, under foreign law, to perfect security interests in assets of the Credit Parties located outside of the United States or otherwise with respect to creation or perfection of Liens under foreign law, except to perfect security interests in assets or Equity Interests of a Foreign Subsidiary in such Foreign Subsidiary’s jurisdiction of organization in connection with the designation of such Foreign Subsidiary as a Credit Party and (z) notices shall not be required to be sent to Account Debtors or other contractual third parties (other than third parties party to any Credit Document or during the continuance of an Event of Default).

Additional Security; Further Assurances; etc. (a) The Borrowers US Company will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests Liens, hypothecs and Mortgages in such assets and properties (in the case owned Real Property of Real Property, limited to Material Real Property) of the Borrowers US Company and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests Liens, hypothecs and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests Liens, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted LiensLiens or, in the case of Real Property, the Permitted Encumbrances related thereto (provided that Administrative Agent’s Liens on the LKE Joint Accounts need not be perfected). The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In connection with the delivery of any Mortgage, US Company will, and will cause each other Credit Party to, to the extent reasonably requested from time to time by the Administrative Agent or the Required Lenders, deliver (i) a Mortgage Policy issued by a title insurer reasonably satisfactory to the Administrative Agent, in form and substance and in an amount reasonably satisfactory to the Administrative Agent insuring that the Mortgage is a valid and enforceable First Priority Lien on the respective property other than Permitted Encumbrances, (ii) a then current A.L.T.A. survey, certified to the Administrative Agent by a licensed surveyor sufficient to allow the issuer of the Mortgage Policy to issue such Mortgage Policy without a survey exception, (iii) an environmental site assessment prepared by a qualified firm reasonably acceptable to the Agent, in form and substance satisfactory to the Administrative Agent and (iv) a certificate in a form reasonably acceptable to the Administrative Agent indicating that the property is not in a flood zone, or if the property is in a flood zone, evidence that appropriate insurance reasonable acceptable to the Administrative Agent has been obtained. Notwithstanding any other provision in the foregoing, this Agreement or any Section 9.13(a) shall not apply to (and US Company and the other Credit Document, no Excluded Subsidiary Parties shall not be required to pledge grant a Mortgage in) any Real Property the Fair Market Value of its assets to secure any obligations of which is less than $2,500,000 or the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsEquivalent Amount thereof.

Additional Security; Further Assurances; etc. (a) The Borrowers Holdings will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and Real Property of Holdings and such other Credit Party (including, without limitation, Oil and Gas Properties and other properties (in of Holdings and such other Credit Party acquired subsequent to the case of Real Property, limited to Material Real PropertyFunding Date) of the Borrowers and the Subsidiary Guarantors as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding any other provision It is understood and agreed that, notwithstanding anything to the contrary above in this Agreement or any other Credit Documentclause (a), no Excluded Subsidiary shall be required to pledge neither Holdings nor any of its assets Subsidiaries will be required pursuant to secure this clause (a) to (i) grant a security interest in or mortgage on any obligations Oil and Gas Property that would not otherwise be required under Section 7.12(g), (ii) grant a security interest in or mortgage on any leased Real Property that is not an Oil and Gas Property or (iii) grant a security interest in or mortgage on any owned Real Property that is not an Oil and Gas Property unless (x) any such item of Real Property individually has a Fair Market Value of at least $2,500,000 or (y) the Borrowers under aggregate Fair Market Value of such Real Property that would otherwise be excluded from the Credit Documents or guarantee the obligations requirements of the Borrowers under the Credit Documentsthis clause (a) would exceed $10,000,000.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Administrative Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any the Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Additional Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly intimated and recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers Borrower under the Credit Documents or guarantee the obligations of the Borrowers Borrower under the Credit Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers Holdings will, and will cause each of the Subsidiary Guarantors other Payer Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Payee security interests and Mortgages in such Oil and Gas Assets and other assets of Holdings and such other Payer Party (including, without limitation properties (in of Holdings and such other Payer Party acquired subsequent to the case of Real Property, limited to Material Real PropertyClosing Date) of the Borrowers and the Subsidiary Guarantors as are acquired after not covered by the Closing Date original Security Documents (other than assets constituting Excluded Collateralincluding, without limitation, with respect to any such property, pursuant to grants pursuant to the laws of Scotland) and as may be reasonably requested from time to time by the Payee or the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”); provided that no Payer Party shall be required to take any action to grant or perfect a security interest on any Excluded Asset for so long as, and to the extent that, such Oil and Gas Properties constitute Excluded Assets; provided, further, that within 60 days following the date of the first Reserve Report reflecting that any Payer Party owns Oil and Gas Properties in North America that are not Excluded Assets, the applicable Payer Party shall cause such Oil and Gas Properties to become Collateral subject to the Liens of the Security Documents. In addition, at such time as any deposit account of Holdings or any Payer Party ceases to be an Excluded Account, Holdings or the applicable Payer Party, shall, within 60 days thereafter, cause such deposit account to become Collateral subject to the Liens of the Security Documents. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, mortgages superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or HN\1118344.20 filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentshave been paid in full.

Additional Security; Further Assurances; etc. (a) The Borrowers Holdings will, and will cause each of the Subsidiary Guarantors other Credit Parties to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Propertyleased or owned) of the Borrowers Borrower and the Subsidiary Guarantors other Credit Parties as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent but otherwise subject to any limitations set forth in the Security Documents as to “excluded assets” (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation substantially consistent with any Security Documents that entered into on the Closing Initial Borrowing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the as such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting effecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, ) superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision anything to the contrary herein or in this Agreement or any other Credit Document, no Excluded Subsidiary Holdings and its Subsidiaries (i) shall not be required to pledge grant a Mortgage in (x)(I) the 00xx Xxxxxx Property and (II) any owned Real Property the fair market value of its assets which (as determined in good faith by the Borrower) is less than $5,000,000 or (y) any Leasehold, (ii) shall not be required to secure take any obligations action related to the perfection of any security interests in motor vehicles, cash, deposit accounts and securities accounts (except to the Borrowers under extent that such perfection can be accomplished by the filing of a UCC-1 (or similar) financing statement or relates to a deposit account or securities account required to be established by a Credit Documents Party with the Collateral Agent pursuant to the Security Agreement or guarantee the obligations of the Borrowers under the Credit DocumentsPledge Agreement) and (iii) shall not be required to enter into any foreign law pledges, mortgages or security agreements.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Administrative Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers Borrower under the Credit Documents or guarantee the obligations of the Borrowers Borrower under the Credit Documents.. (b) Subject to the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement and any Pari Passu Intercreditor Agreement, with respect to any Person that is or becomes a Restricted Subsidiary after the Closing Date, (i) deliver to the Collateral Agent the certificates, if any, representing all (or such lesser amount as is required) of the Equity Interests of such Subsidiary, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Credit Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party (to the extent required pursuant to the Security Agreement), (ii) cause such new Subsidiary (other than an Excluded Subsidiary) (A) to execute a joinder agreement to the Subsidiaries Guaranty and a joinder agreement to each applicable Security Document, substantially in the form annexed thereto, and (B) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Document to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent and (iii) solely in the case of any Foreign Subsidiary, at the request of the Administrative Agent, deliver or cause to be delivered to the Administrative Agent an opinion, addressed to the Administrative Agent and the other Lenders, of counsel reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 9.12(b) as the Administrative Agent may reasonably request. 83

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors other Credit Parties that are Restricted Subsidiaries of the Borrower to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests in and Mortgages in mortgage liens on such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and such other Credit Parties that are Restricted Subsidiaries of the Subsidiary Guarantors Borrower as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”). All ; provided that (a) the pledge of the outstanding capital stock of any FSHCO or CFC shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such FSHCO or CFC and (y) one-hundred percent (100%) of the non-voting Equity Interests of such FSHCO or CFC, (b) mortgage liens shall not be required with respect to any Real Property that is not Material Real Property and (c) security interests and mortgage liens shall not be required with respect to any assets or properties to the extent that such security interests or mortgage liens would result in a material adverse tax consequence to the Borrower or its Restricted Subsidiaries, as reasonably determined by the Borrower and Mortgages notified in writing to the Administrative Agent. All security interests and mortgage liens shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages mortgage liens (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents.the

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors other Credit Parties that are Restricted Subsidiaries of the Borrower to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Borrower and such other Credit Parties that are Restricted Subsidiaries of the Subsidiary Guarantors Borrower as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”); provided that (i) the pledge of the outstanding capital stock of any FSHCO or Foreign Subsidiary directly owned by the Borrower or a Domestic Subsidiary that is a Credit Party shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such FSHCO or Foreign Subsidiary and (y) one-hundred percent (100%) of the non-voting Equity Interests of such FSHCO or Foreign Subsidiary, (ii) security interests and Mortgages shall not be required with respect to any Real Property that is not Material Real Property and (iii) security interests and Mortgages shall not be required with respect to any assets or properties to the extent that such security interests or Mortgages would result in a material adverse tax consequence to the Borrower or its Restricted Subsidiaries, as reasonably determined by the Borrower and notified in writing to the Administrative Agent. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded FSHCO, Foreign Subsidiary, or Subsidiary of a CFC shall be required to pledge any of its assets to secure any obligations of the Borrowers Borrower under the Credit Documents or guarantee the obligations of the Borrowers Borrower under the Credit Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of fee-owned Real Property, limited to Material Real Property) Property of the Borrowers Borrower and the Subsidiary Guarantors other Credit Parties as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable and, following delivery of assets to the Collateral Agent and the filing and/or recordation of the necessary UCC-1 financing statements, documents with the United States Patent and Trademark Office and the United States Copyright Office (with respect to intellectual property rights, to the extent that such perfection and priority may be achieved by filings made in the United States Patent and Trademark Office and the United States Copyright Office or otherwise deemed advisable by the Administrative Agent) ), and/or mortgages in the appropriate jurisdiction, shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of (except that the security interest and mortgage lien created in such Real Property may be subject to Permitted Liens with priority by virtue of applicable law Encumbrances which may be superior) and enforceable against third parties and subject to no other Liens except for Permitted LiensLiens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentspaid in full.

Additional Security; Further Assurances; etc. (a) The Borrowers will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material other than Real Property) of the Borrowers and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Applicable Intercreditor Agreement, superior to and prior to the rights and Liens of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, Document (x) no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents, (y) no action shall be required to be taken by a Credit Party, or shall be taken by any Agent or Lender, under foreign law, to perfect security interests in assets of the Credit Parties located outside of the United States or otherwise with respect to creation or perfection of Liens under foreign law, except to perfect security interests in assets or Equity Interests of a Foreign Subsidiary in such Foreign Subsidiary’s jurisdiction of organization in connection with the designation of such Foreign Subsidiary as a Credit Party and (z) except as expressly set forth herein, notices shall not be required to be sent to Account Debtors or other contractual third parties (other than third parties party to any Credit Document or during the continuance of an Event of Default).

Additional Security; Further Assurances; etc. (a) The Borrowers Lead Borrower will, and will cause each of the Subsidiary Guarantors other Credit Parties that are Restricted Subsidiaries of the Lead Borrower to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Lead Borrower and such other Credit Parties that are Restricted Subsidiaries of the Subsidiary Guarantors Lead Borrower as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”); provided that (i) the pledge of the outstanding capital stock of any FSHCO or Foreign Subsidiary directly owned by the Lead Borrower or a Domestic Subsidiary that is a Credit Party shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such FSHCO or Foreign Subsidiary that is a CFC and (y) one-hundred percent (100%) of the non-voting Equity Interests of such FSHCO or Foreign Subsidiary that is a CFC, (ii) security interests and (iii) security interests shall not be required with respect to any assets or properties to the extent that such security interests would result in a material adverse tax consequence to the Lead Borrower or its Restricted Subsidiaries, as reasonably determined by the Lead Borrower and notified in writing to the Administrative Agent. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu First Lien/Second Lien Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded FSHCO, Foreign Subsidiary, or Subsidiary of a CFC or FSHCO shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets Collateral and properties (in the case of Real Property, limited to Material Real Property) Property of the Borrowers Borrower and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date original Security Documents (other than assets constituting Excluded CollateralAssets) and as may be reasonably requested from time to time by the Administrative Agent, the Collateral Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed otherwise modified from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (the Borrower and, subject to exceptions as are reasonably acceptable to the Administrative Agent and the Collateral Agent (acting at the written direction of the Administrative Agent) ), shall constituteconstitute valid, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), ) and perfected security interests (if and to the extent the assets subject to the ABL Intercreditor Agreement applicable Additional Security Document can be perfected by the actions required by such Additional Security Document) and any Pari Passu Intercreditor Agreement, Mortgages superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted LiensLiens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfectperfect (if and to the extent such security interests can be perfected by the filings or other actions required under the Additional Security Documents), preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in the foregoing, this Agreement or any other Credit Document, no Excluded Subsidiary Section 8.11(a) shall not apply to (and the Borrower and its Restricted Subsidiaries shall not be required to pledge grant a Mortgage in) any Leaseholds (regardless of its assets fair market value) or any owned Real Property the fair market value of which is less than $1,000,000 (as reasonably determined by Borrower or such Restricted Subsidiary and reasonably acceptable to secure any obligations the Administrative Agent); provided however that in no event shall the aggregate fair market value (as reasonably determined by Borrower) of all owned Real Property not required to be subject to a Mortgage by operation of this sentence exceed $10,000,000 in the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentsaggregate.

Additional Security; Further Assurances; etc. (ai) The Each of the Borrowers will, and will cause each of the US Subsidiary Guarantors and Related Foreign Company Guarantors to, grant to the Collateral Agent Agent, for the benefit of the Secured Creditors described in the Security Documents to which such Credit Party is a party, security interests and Mortgages in such assets and properties of such Credit Party (in the case of Real Property, limited to Material other than Real Property) of the Borrowers and the Subsidiary Guarantors as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Security Documents to which such Credit Party is a party, or as may be reasonably requested from time to time by the Collateral Agent Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “"Additional Security Documents”"). All such Such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall (subject except as otherwise consented to exceptions as are reasonably acceptable to by the Collateral AgentRequired Lenders) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens Liens, except for Permitted Liens. The Additional Security Documents or other instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens Liens, in favor of the Collateral Agent for the benefit of the respective Secured Creditors, required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all taxes, fees and other provision charges payable in this Agreement or any other Credit Documentconnection therewith shall have been paid in full; provided, however, except as may be provided in the respective Security Documents with respect to the exercise of remedies, no Excluded Subsidiary filings shall be required to be with respect to intellectual property in the United States Patent and Trademark Office, the United States Copyright Office or any similar office in any foreign country. Notwithstanding the foregoing, (i) unless otherwise permitted (or not restricted) by the applicable CanCo Restrictions then in effect, any Additional Security Documents entered into by CanCo shall only secure CanCo's direct obligations under the Credit Documents to which it is a party, and (ii) except as, and to the extent, provided in Section 7.10, no Foreign Credit Party shall be required to guaranty the Obligations of any US Credit Party or pledge any of its assets to secure the Obligations of any obligations of the Borrowers under the US Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsParty.

Additional Security; Further Assurances; etc. (a) The Except during a Collateral Release Period and other than with respect to an Excluded Entity (as defined in the US Pledge Agreement), each of the Borrowers will, and will cause each of the US Subsidiary Guarantors, Dutch Guarantors and Related Foreign Company Guarantors to, grant to the Collateral Agent Agent, for the benefit of the Secured Creditors described in the Security Documents to which such Credit Party is a party, security interests in the capital stock and Mortgages in other equity interests of the Subsidiaries owned by such assets and properties Credit Party (which, in the case of Real PropertyForeign Subsidiaries owned by a Foreign Credit Party, shall be limited to Material Real PropertySubsidiaries organized in the country of such Foreign Credit Party which are directly owned by such Foreign Credit Party) of the Borrowers and the Subsidiary Guarantors as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Security Documents to which such Credit Party is a party, or as may be reasonably requested from time to time by the Collateral Agent Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such Such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall (subject except as otherwise consented to exceptions as are reasonably acceptable to by the Collateral AgentRequired Lenders) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens Liens, except for Permitted Liens. The Additional Security Documents or other instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens Liens, in favor of the Collateral Agent for the benefit of the respective Secured Creditors, required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full; provided, however, no US Pledge Agreement that is governed by local law shall be required for the capital stock of any Foreign Subsidiary of Silgan that is owned directly by a US Credit Party unless such Foreign Subsidiary is either a Dutch Subsidiary or a directly owned Foreign Credit Party. Notwithstanding any other provision the foregoing, except as, and to the extent, provided in this Agreement or any other Section 8.10, (i) no Foreign Credit Document, no Excluded Subsidiary Party shall be required to pledge guaranty the Obligations of any US Credit Party or have any equity interests owned by it secure the Obligations of its assets any US Credit Party and (ii) to secure any obligations the extent required, a Credit Party shall only be required to execute and deliver Additional Security Documents in connection with a Restructuring Transaction upon completion of such Restructuring Transaction. (b) Each of the Borrowers under will, and will cause each of the other Credit Parties to, at its own expense, deliver to the Collateral Agent agreements and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or guarantee as the obligations Collateral Agent may reasonably require. Furthermore, the Borrowers shall cause to be delivered to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure themselves that this Section 8.09 (and, if applicable, Section 8.10) has been complied with. (c) Each of the Borrowers under agrees that each action required above by clauses (a) and (b) of this Section 8.09 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Credit Documents.Administrative Agent or the Required Lenders or otherwise 147 150546217_8170136845_8

Additional Security; Further Assurances; etc. (a) The Borrowers will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material other than Real Property) of the Borrowers and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, Document (w) no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents, (x) no action shall be required to be taken by a Credit Party, or taken by any Agent or Lender, to perfect security interests in assets of the Credit Parties located outside of the United States or otherwise with respect to creation or perfection of Liens under foreign law, and (x) notices shall not be required to be sent to Account Debtors or other contractual third parties (other than third parties party to any Credit Document or during the continuance of an Event of Default).

Additional Security; Further Assurances; etc. (a) The Borrowers US Company will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests Liens, hypothecs and Mortgages in such assets and properties (in the case owned Real Property of Real Property, limited to Material Real Property) of the Borrowers US Company and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests Liens, hypothecs and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests Liens, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted LiensLiens and, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding In connection with the delivery of any other provision in this Agreement or any Mortgage, US Company will, and will cause each other Credit DocumentParty to, no Excluded Subsidiary shall be required to pledge any of its assets the extent reasonably requested from time to secure any obligations time by the Administrative Agent or the Required Lenders, deliver (i) a Mortgage Policy issued by a title insurer reasonably satisfactory to the Administrative Agent, in form and substance and in an amount reasonably satisfactory to the Administrative Agent insuring that the Mortgage is a valid and enforceable First Priority Lien on the respective property other than Permitted Encumbrances, (ii) a then current A.L.T.A. survey, certified to the Administrative Agent and the Collateral Agent by a licensed surveyor sufficient to allow the issuer of the Borrowers under Mortgage Policy to issue such Mortgage Policy without a standard survey exception (but permitting any matters that might be revealed by such A.L.T.A. survey to the Credit Documents extent such matters are reasonably satisfactory to the Administrative Agent), (iii) an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, (iv) a zoning report with respect to such Mortgaged Property from a consultant reasonably satisfactory to the Administrative Agent, confirming that such Mortgaged Property and the use and occupancy thereof is compliant (i.e., conforming or guarantee the obligations of the Borrowers under the Credit Documents.legal nonconforming with full right to rebuild

Additional Security; Further Assurances; etc. (a) The Borrowers Holdings will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Parties security interests and Mortgages in such Oil and Gas Assets and other assets of Holdings and such other Credit Party (including, without limitation properties (in of Holdings and such other Credit Party acquired subsequent to the case of Real Property, limited to Material Real PropertyClosing Date) of the Borrowers and the Subsidiary Guarantors as are acquired after not covered by the Closing Date original Security Documents (other than assets constituting Excluded Collateralincluding, without limitation, with respect to any such property, pursuant to grants pursuant to the laws of Scotland) and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”); provided that no Credit Party shall be required to take any action to grant or perfect a security interest on any Excluded Asset for so long as, and to the extent that, such Oil and Gas Properties constitute Excluded Assets; provided, further, that within 60 days following the date of the first Reserve Report reflecting that any Credit Party owns Oil and Gas Properties in North America that are not Excluded Assets, the applicable Credit Party shall cause such Oil and Gas Properties to become Collateral subject to the Liens of the Security Documents. In addition, at such time as any deposit account of Holdings or any Credit Party ceases to be an Excluded Account, Holdings or the applicable Credit Party, shall, within 60 days thereafter, cause such deposit account to become Collateral subject to the Liens of the Security Documents. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, mortgages superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any Documents and all taxes, fees and other provision charges payable in this Agreement or any other Credit Document, no Excluded Subsidiary connection therewith shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentshave been paid in full.

Additional Security; Further Assurances; etc. (a) The Borrowers Holdings will, and will cause each of the Subsidiary Guarantors other Credit Parties that are Subsidiaries of Holdings to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) Holdings and such other Credit Parties that are Subsidiaries of the Borrowers and the Subsidiary Guarantors Holdings as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”); provided that the pledge of the outstanding capital stock of any Foreign Subsidiary directly owned by the U.S. Borrower or a Domestic Subsidiary, (other than a Canadian Subsidiary, although any pledge of outstanding capital stock of the Canadian Subsidiary in excess of the amount specified below shall be limited to securing guarantees of obligations of the Canadian Borrower as more fully provided in the Pledge Agreement) shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such Foreign Subsidiary and (y) one-hundred percent (100%) of the non-voting Equity Interests of such Foreign Subsidiary; provided further that the pledge of the outstanding capital stock of any other Foreign Subsidiary shall be limited to securing the obligations of the Canadian Borrowers. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this the Credit Agreement or any other Credit Document, no Excluded Foreign Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations U.S. Borrower (other than as guarantor of the Borrowers under the Credit DocumentsCanadian Borrower).

Additional Security; Further Assurances; etc. (a) The Borrowers Subject to clause (e) of this Section 8.12, Holdings will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Creditors, at the expense of the Borrower, security interests and Mortgages (not to exceed 110% of the Fair Market Value of the Real Property being mortgaged) in such the assets and properties (in the case Real Property of Real Property, limited to Material Real Property) of the Borrowers Holdings and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Security Documents, as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (or otherwise required at such time pursuant to the Security Documents, subject to the terms of the Intercreditor Agreements) (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and the Required Lenders and shall constitute valid and enforceable (x) First Priority (subject to exceptions as are reasonably acceptable to the Collateral Agentterms of the Intercreditor Agreements) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests interests, hypothecations and Mortgages with respect to Term Loan Priority Collateral and (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles y) Second Priority (regardless of whether enforcement is sought in equity or at law)), subject to the terms of the ABL Intercreditor Agreement Agreement) perfected security interests, hypothecations and any Pari Passu Intercreditor Agreement, superior Mortgages with respect to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted LiensABL Facility Priority Collateral. The Additional Security Documents or instruments related thereto shall shall, at the expense of the Borrower, be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoing, this Section 8.12(a) shall not apply to (and Holdings and its Subsidiaries shall not be required to grant a security interest or Mortgage in) (i) any owned Real Property the Fair Market Value of which is less than $2,000,000 or any Leasehold unless, in either case, a Mortgage is granted (or required to be granted) in respect of such Real Property pursuant to the terms of either the ABL Loan Documents or the documents governing any secured Indebtedness incurred or issued in reliance on Section 9.04(r), (ii) any motor vehicles, (iii) [reserved] or (iv) any other provision in this assets expressly excluded from Security Agreement Collateral or any other Credit Document, no Excluded Subsidiary shall be required to pledge Collateral under any of its assets to secure the Security Documents, including any obligations of Excluded Assets (as defined in the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsSecurity Agreement).

Additional Security; Further Assurances; etc. (a) The Borrowers Company will, and will cause each of the Subsidiary Guarantors Guarantor to, grant to the ABL Loan Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) Property of the Borrowers Company and the such Subsidiary Guarantors Guarantor as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (or otherwise required at such time pursuant to the Intercreditor Agreement) (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the ABL Loan Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted LiensLiens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the ABL Loan Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. The Company and each Subsidiary Guarantor that acquires fee owned Real Property will promptly deliver to the ABL Loan Collateral Agent all such mortgages, documents, title policies, surveys, instruments, agreements, opinions and certificates similar to those described in Section 6.22 with respect to each such Real Property that the ABL Loan Collateral Agent shall reasonably request to create in favor of the ABL Loan Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected Second Priority security interest in such Real Property. Notwithstanding any other provision in the foregoing, this Agreement or any other Credit Document, no Excluded Section 9.12(a) shall not apply to (and the Company and the Subsidiary Guarantors shall not be required to pledge grant a Mortgage in) any of its assets to secure any obligations Real Property that is part of the Borrowers under Retail Business, any Real Property the Credit Documents Fair Market Value of which is less than $1,000,000 or guarantee any Leasehold unless, in either case, a Mortgage is granted (or requested to be granted) in respect of such Real Property pursuant to the obligations terms of the Borrowers under the Credit Inventory Facility Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers Subject to clause (e) of this Section 9.12, Parent and the Company will, and will cause each of the Subsidiary Guarantors Company’s Subsidiaries to, grant to the Collateral Agent for the benefit of the Secured Creditors Creditors, at the expense of the Borrowers, security interests and Mortgages (not to exceed 110% of the Fair Market Value of the Real Property being mortgaged) in such the assets and properties (in Real Property of Parent, the case of Real Property, limited to Material Real Property) of the Borrowers Company and the such other Subsidiary Guarantors as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Security Documents, as may be reasonably requested from time to time by the Collateral Administrative Agent (or otherwise required at such time pursuant to the Intercreditor Agreement) (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable (i) First Priority (subject to exceptions as are reasonably acceptable to the Collateral Agentterms of the Intercreditor Agreement) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests interests, hypothecations and Mortgages with respect to ABL Facility Priority Collateral and (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles ii) Second Priority (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu terms of the Intercreditor Agreement) perfected security interests, superior hypothecations and Mortgages with respect to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted LiensTerm Loan Priority Collateral. The Additional Security Documents or instruments related thereto shall shall, at the expense of the Borrowers, be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoing, this Section 9.12(a) shall not apply to (and Parent, the Company and its Subsidiaries shall not be required to grant a security interest or Mortgage in) (A) any owned Real Property the Fair Market Value of which is less than $2,000,000 or any Leasehold unless, in either case, a Mortgage is granted (or required to be granted) in respect of such Real Property pursuant to the terms of the Term Loan Documents or the documents governing any secured Indebtedness incurred or issued in reliance on Section 10.04(r), (B) any motor vehicles, (C) more than 65% of the voting Equity Interests of any first-tier CFC or Domestic Foreign Holding Company that is directly owned by any Credit Party, (D) any Equity Interests of any CFC or Domestic Foreign Holding Company that is not directly owned by any Credit Party, and any Subsidiary of such CFC and Domestic Foreign Holding Company or (E) any other provision in this assets expressly excluded from Security Agreement Collateral or any other Credit Document, no Excluded Subsidiary shall be required to pledge Collateral under any of its assets to secure the Security Documents, including any obligations of Excluded Assets (as defined in the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsSecurity Agreement).

Additional Security; Further Assurances; etc. (a) The Borrowers will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of any Additional Specified Foreign Stock obtained or acquired by the Borrowers and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral); provided that the pledge of such Additional Specified Foreign Stock shall be limited to no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of the related Additional Specified Foreign Subsidiary and as may be reasonably requested from time to time by one hundred percent (100%) of the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “non-voting Equity Interests of such Additional Security Documents”)Specified Foreign Subsidiary. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise an Additional Specified Foreign Pledge Agreement reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) belowtake) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets Collateral and properties (in the case of Real Property, limited to Material Real Property) Property Collateral of the Borrowers Borrower and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date original Security Documents (other than assets constituting Excluded CollateralAssets) and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed otherwise modified from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (the Borrower and, subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) , shall constituteconstitute valid, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), ) and perfected security interests (if and to the extent the assets subject to the ABL Intercreditor Agreement applicable Additional Security Document can be perfected by the actions required by such Additional Security Document) and any Pari Passu Intercreditor Agreement, Mortgages superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted LiensLiens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfectperfect (if and to the extent such security interests can be perfected by the filings or other actions required under the Additional Security Documents), preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in the foregoing, this Agreement or any other Credit Document, no Excluded Subsidiary Section 8.11(a) shall not apply to (and the Borrower and its Restricted Subsidiaries shall not be required to pledge grant a Mortgage in) any Leaseholds (regardless of its assets fair market value) or any owned Real Property the fair market value of which is less than $1,000,000 (as reasonably determined by Borrower or such Restricted Subsidiary and reasonably acceptable to secure any obligations the Administrative Agent); provided however that in no event shall the aggregate fair market value (as reasonably determined by Borrower) of all owned Real Property not required to be subject to a Mortgage by operation of this sentence exceed $10,000,000 in the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentsaggregate.

Additional Security; Further Assurances; etc. (a) The Borrowers willBorrower shall cause, and will cause each of the other Credit Parties to cause, each of its Wholly-Owned Domestic Subsidiaries (other than Immaterial Subsidiaries) formed or acquired (or which first becomes such a Wholly-Owned Domestic Subsidiary Guarantors to, grant or ceases to be an Immaterial Subsidiary) after the Initial Borrowing Date to become a Credit Party (and a party to the Guaranty and Collateral Agreement by executing a supplement thereto in form reasonably satisfactory to the Administrative Agent) and to execute and deliver all other appropriate Security Documents, in each case, within thirty (30) days (or such longer time period if agreed to by the Administrative Agent in its sole discretion) after the formation or acquisition thereof or after the first date upon which the respective Subsidiary of such Person becomes a Wholly-Owned Domestic Subsidiary or ceases to be an Immaterial Subsidiary. Upon execution and delivery of the supplement to the Guaranty and Collateral Agreement, each such Person (i) shall become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Credit Documents and (ii) shall grant Liens to the Administrative Agent, for the benefit of the Secured Creditors security interests Administrative Agent and Mortgages the Lenders, in any property of such assets Credit Party that constitutes Collateral as set forth in, and properties in accordance with, the Security Documents. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation (in the case including opinions of Real Property, limited to Material Real Propertycounsel) of the Borrowers and type described in Section 6 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date. For the avoidance of doubt, if any Subsidiary Guarantors as are acquired after the Closing Date that constitutes a Guarantor issues any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted issuances that constitute a Disposition permitted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at lawSection 10.02(iv)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets remain a Guarantor after giving effect to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentssuch issuance.

Additional Security; Further Assurances; etc. (a) 1.1.95. The Borrowers will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers Subject to the terms herein, the Borrower will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Parties security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) Collateral of the Borrowers Borrower and the Subsidiary Guarantors as are such other Credit Party acquired after the Closing Effective Date (other than assets constituting Excluded Collateral) as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”)Administrative Agent. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and the Borrower (subject to exceptions as are reasonably acceptable to including, in the Collateral Agent) shall constitutecase of Real Property, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause Mortgages and other Real Property Deliverables, (e) below) collectively, the “Additional Security Documents”)and shall constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages (if and to the extent perfection is required by the Security Documents) superior to and prior to the rights of all third Persons, subject to Permitted Liens and subject to the terms of the Intercreditor Agreement, and enforceable against third parties (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law ) and subject to no other Liens except for Permitted LiensLiens and subject to the terms of the Intercreditor Agreement. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed (if and to the extent perfection is required by the Security Documents) in such manner and in such places as are required by law to establish, perfectperfect (if and to the extent perfection is required by the Security Documents), preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges then due, owing and payable in connection therewith shall have been paid in full. Notwithstanding any other provision in the foregoing, (i) this Agreement or any Section 9.12(a) shall not apply to (and the Borrower and the other Credit Document, no Excluded Subsidiary Parties shall not be required to pledge grant a Mortgage in) any fee owned Real Property the Fair Market Value of its assets which is less than $1,000,000, any Leasehold subject to secure a ground lease, the Fair Market Value of which is less than $1,000,000 any obligations Leasehold (other than ground leases) for which the aggregate annual rental payments are less than $1,000,000 or any Leasehold with respect to which the respective Credit Party has not obtained (after using commercially reasonable efforts to obtain same) the consent of the Borrowers under the lessor to grant a mortgage in such Leasehold and (ii) this Section 9.12(a) shall not require any Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsParty to grant any security interest in any Excluded Property.

Additional Security; Further Assurances; etc. (a) The Borrowers Each Credit Party will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors such Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents to the extent required thereunder and as may be reasonably requested from time to time by the Administrative Agent, the Collateral Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection (or the equivalent with respect to each Canadian Credit Party under Applicable Law in Canada) action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected (or the equivalent with respect to each Canadian Credit Party under Applicable Law in Canada) security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens Liens, in each case, except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit DocumentDocument and solely with respect to the U.S. Subfacility and the U.S. FILO Subfacility, no Excluded FSHCO, Foreign Subsidiary, or Domestic Subsidiary of a Foreign Subsidiary that is a CFC shall be required to pledge pledge, nor shall the U.S. Collateral include, any of its assets to secure any obligations of the Borrowers U.S. Credit Parties under the Credit Documents relating to the U.S. Subfacility or the U.S. FILO Subfacility or guarantee the obligations of the Borrowers Lead Borrower under the Credit DocumentsDocuments relating to the U.S. Subfacility or the U.S. FILO Subfacility.

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors other Credit Parties that are Subsidiaries of the Borrower to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests Security Interests and Mortgages in such assets assets, properties and owned real properties having a fair market value, as reasonably estimated by the Borrower, in excess of $1,000,000 (in other than the case of Real Property, limited to Material Real PropertyNew Jersey Property except as set forth below) of the Borrowers Borrower and such other Credit Parties that are Subsidiaries of the Subsidiary Guarantors Borrower as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “"Additional Security Documents”"); provided that the Credit Parties shall not be required to grant Liens on assets that are subject to express exclusions in the Security Documents until (and then to the extent) such exclusions are no longer applicable; provided, further that RCN Telecom Services, Inc. shall be required pursuant to the provisions of this Section 8.12 to grant to the Collateral Agent for the benefit of the Secured Creditors a Mortgage in the New Jersey Property on or prior to June 30, 2005 unless the New Jersey Property has otherwise been sold in accordance with Section 9.02(xvix) on or prior to June 30, 2005. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding any other provision in The Borrower shall make arrangements to ensure that all such recordations and filings made pursuant to this Agreement Section 8.12 or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Security Documents or guarantee Additional Security Documents are made at least one Business Day before any equivalent recordations or filings are made pursuant to the obligations of Second-Lien Note Documents or the Borrowers under the Third-Lien Credit Documents.

Additional Security; Further Assurances; etc. (a) The Borrowers Lead Borrower will, and will cause each of the Subsidiary Guarantors other Credit Parties that are Restricted Subsidiaries of the Lead Borrower to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers Lead Borrower and such other Credit Parties that are Restricted Subsidiaries of the Subsidiary Guarantors Lead Borrower as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”); provided that (i) the pledge of the outstanding capital stock of any FSHCO or Foreign Subsidiary directly owned by the Lead Borrower or a Domestic Subsidiary that is a Credit Party shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such FSHCO or Foreign Subsidiary that is a CFC and (y) one-hundred percent (100%) of the non-voting Equity Interests of such FSHCO or Foreign Subsidiary that is a CFC, (ii) security interests and Mortgages shall not be required with respect to any Real Property that is not Material Real Property and (iii) security interests and Mortgages shall not be required with respect to any assets or properties to the extent that such security interests or Mortgages would result in a material adverse tax consequence to the Lead Borrower or its Restricted Subsidiaries, as reasonably determined by the Lead Borrower and notified in writing to the Administrative Agent. All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu the First Lien/Second Lien Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents.Permitted

Additional Security; Further Assurances; etc. (a) The Borrowers Borrower will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) Property of the Borrowers Borrower and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date original Security Documents (other than assets constituting Excluded CollateralAssets) and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed otherwise modified from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (the Borrower and, subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) , shall constituteconstitute valid, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), ) and perfected security interests (if and to the extent the assets subject to the ABL Intercreditor Agreement applicable Additional Security Document can be perfected by the actions required by such Additional Security Document) and any Pari Passu Intercreditor Agreement, Mortgages superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted LiensLiens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfectperfect (if and to the extent such security interests can be perfected by the filings or other actions required under the Additional Security Documents), preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in the foregoing, this Agreement or any other Credit Document, no Excluded Subsidiary Section 9.11(a) shall not apply to (and the Borrower and its Restricted Subsidiaries shall not be required to pledge grant a Mortgage in) any Leaseholds (regardless of its assets fair market value) or any owned Real Property the fair market value of which is less than $1,000,000 (as reasonably determined by Borrower or such Restricted Subsidiary and reasonably acceptable to secure any obligations the Administrative Agent); provided however that in no event shall the aggregate fair market value (as reasonably determined by Borrower) of all owned Real Property not required to be subject to a Mortgage by operation of this sentence exceed $10,000,000 in the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documentsaggregate.

Additional Security; Further Assurances; etc. (a) The Borrowers US Company will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests Liens, hypothecs and Mortgages in such assets and properties (in the case owned Real Property of Real Property, limited to Material Real Property) of the Borrowers US Company and the Subsidiary Guarantors such other Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests Liens, hypothecs and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Administrative Agent and Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests Liens, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except for Permitted LiensLiens or, in the case of Real Property, the Permitted Encumbrances related thereto (provided that Administrative Agent’s Liens on the LKE Joint Accounts need not be perfected). The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In connection with the delivery of any Mortgage, US Company will, and will cause each other Credit Party to, to the extent reasonably requested from time to time by the Administrative Agent, Collateral Agent or the Required Lenders, deliver (i) a Mortgage Policy issued by a title insurer reasonably satisfactory to the Administrative Agent, in form and substance and in an amount reasonably satisfactory to the Administrative Agent and Collateral Agent insuring that the Mortgage is a valid and enforceable First Priority Lien on the respective property other than Permitted Encumbrances, (ii) a then current A.L.T.A. survey, certified to the Administrative Agent and the Collateral Agent by a licensed surveyor sufficient to allow the issuer of the Mortgage Policy to issue such Mortgage Policy without a survey exception, (iii) an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent and Collateral Agent, in form and substance satisfactory to the Administrative Agent and Collateral Agent and (iv) a certificate in a form reasonably acceptable to the Administrative Agent indicating that the property is not in a flood zone, or if the property is in a flood zone, evidence that appropriate insurance reasonably acceptable to the Administrative Agent has been obtained. Notwithstanding any other provision in the foregoing, this Agreement or any Section 9.13(a) shall not apply to (and US Company and the other Credit Document, no Excluded Subsidiary Parties shall not be required to pledge grant a Mortgage in) any Real Property the Fair Market Value of its assets to secure any obligations of which is less than $7,500,000 or the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsEquivalent Amount thereof.

Additional Security; Further Assurances; etc. (a) The Borrowers Subject to clause (e) of this Section 9.12, Parent and the Company will, and will cause each of the Subsidiary Guarantors Company’s Subsidiaries to, grant to the Collateral Agent for the benefit of the Secured Creditors Creditors, at the expense of the Borrowers, security interests and Mortgages (not to exceed 110% of the Fair Market Value of the Real Property being mortgaged) in such the assets and properties (in Real Property of Parent, the case of Real Property, limited to Material Real Property) of the Borrowers Company and the such other Subsidiary Guarantors as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Security Documents, as may be reasonably requested from time to time by the Collateral Administrative Agent (or otherwise required at such time pursuant to the Intercreditor Agreements) (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable (i) First Priority (subject to exceptions as are reasonably acceptable to the Collateral Agentterms of the Intercreditor Agreements) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests interests, hypothecations and Mortgages with respect to ABL Facility Priority Collateral and (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles ii) Second Priority (regardless of whether enforcement is sought in equity or at law)), subject to the ABL terms of the Intercreditor Agreement Agreements) perfected security interests, hypothecations and any Pari Passu Intercreditor Agreement, superior Mortgages with respect to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted LiensTerm Loan Priority Collateral. The Additional Security Documents or instruments related thereto shall shall, at the expense of the Borrowers, be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoing, this Section 9.12(a) shall not apply to (and Parent, the Company and its Subsidiaries shall not be required to 127 grant a security interest or Mortgage in) (A) any owned Real Property the Fair Market Value of which is less than $2,000,000 or any Leasehold unless, in either case, a Mortgage is granted (or required to be granted) in respect of such Real Property pursuant to the terms of the Priming Term Loan Documents or the documents governing any secured Indebtedness incurred or issued in reliance on Section 10.04(r), (B) any motor vehicles, (C) [reserved] or (D) any other provision in this assets expressly excluded from Security Agreement Collateral or any other Credit Document, no Excluded Subsidiary shall be required to pledge Collateral under any of its assets to secure the Security Documents, including any obligations of Excluded Assets (as defined in the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsSecurity Agreement).

Additional Security; Further Assurances; etc. (a) The Borrowers Each of the Credit Parties will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors Parties security interests and Mortgages in such assets of such Credit Party and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors as are acquired after the Closing Date such other Credit Party (other than assets constituting any Excluded CollateralAssets) as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent (or otherwise required at such time pursuant to the Intercreditor Agreement) (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens (except for Permitted Liens, it being understood that Liens permitted by Section 10.01(d) shall be subject to the terms of the Intercreditor Agreement). The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Notwithstanding (b) Each of the Credit Parties will, and will cause each of the other Credit Parties to, at the expense of the Credit Parties, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, certificates, reports, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the Collateral covered by any other provision in this of the Security Documents as the Collateral Agent may reasonably require (to the extent such steps would not be inconsistent with the Security Agreement or any the Mortgages). Furthermore, each of the Credit Parties will, and will cause the other Credit DocumentParties to, deliver to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 9.12 has been complied with. (c) If the Administrative Agent reasonably determines that it or any of the Lenders are required by law or regulation to have appraisals prepared in respect of any Real Property of the Credit Parties constituting Collateral, each Credit Party will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and, if Real Property is then being included in the Borrowing Base, each Lender. (d) Each Credit Party agrees that each action required by clauses (a) through (c) of this Section 9.12 shall be completed as soon as possible, but in no Excluded Subsidiary shall event later than 90 days after such action is requested to be taken by the Administrative Agent (as such date may be extended by the Administrative Agent in its sole discretion); provided, that, in no event will any Credit Party or any of their respective Subsidiaries be required to pledge take any of action that is inconsistent with the Security Agreement or Mortgages, or any action, other than using its assets commercially reasonable efforts, to secure any obligations of obtain consents from third parties with respect to its compliance with this Section 9.12. (e) Each Borrower and each Guarantor shall within the Borrowers under time periods specified in Section 5.03(b) enter into one or more Cash Management Control Agreements as, and to the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents.extent, required by Section 5.03(b). 107 #93457508v14

Additional Security; Further Assurances; etc. (a) The Borrowers Subject to clause (e) of this Section 9.12, Parent and the Company will, and will cause each of the Subsidiary Guarantors Company’s Restricted Subsidiaries to, grant to the Collateral Agent for the benefit of the Secured Creditors Creditors, at the expense of the Borrowers, security interests and Mortgages (not to exceed 110% of the Fair Market Value of the Real Property being mortgaged) in such the assets and properties (in Real Property of Parent, the case of Real Property, limited to Material Real Property) of the Borrowers Company and the such other Restricted Subsidiary Guarantors as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) and original Security Documents, as may be reasonably requested from time to time by the Collateral Administrative Agent (or otherwise required at such time pursuant to the Initial Intercreditor Agreement) (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and shall constitute valid and enforceable (i) First Priority (subject to exceptions as are reasonably acceptable to the Collateral Agentterms of the Initial Intercreditor Agreement) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests interests, hypothecations and Mortgages with respect to ABL Facility Priority Collateral and (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles ii) Second Priority (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu terms of the Initial Intercreditor Agreement) perfected security interests, superior hypothecations and Mortgages with respect to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted LiensTerm Loan Priority Collateral. The Additional Security Documents or instruments related thereto shall shall, at the expense of the Borrowers, be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding the foregoing, this Section 9.12(a) shall not apply to (and Parent, the Company and its Restricted Subsidiaries shall not be required to grant a security interest or Mortgage in) (A) any owned Real Property the Fair Market Value of which is less than $2,000,000 or any Leasehold unless, in either case, a Mortgage is granted (or required to be granted) in respect of such Real Property pursuant to the terms of the Term Loan Documents or the documents governing any secured Indebtedness incurred or issued in reliance on Section 10.04(o) or (r), (B) any motor vehicles, (C) more than 65% of the voting Equity Interests of any CFC or Domestic Foreign Holding Company or (D) any other provision in this assets expressly excluded from Security Agreement Collateral or any other Credit Document, no Excluded Subsidiary shall be required to pledge Collateral under any of its assets to secure the Security Documents, including any obligations of Excluded Assets (as defined in the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit DocumentsSecurity Agreement).

Additional Security; Further Assurances; etc. (a) The Borrowers Each Credit Party will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors such Credit Party as are acquired after not covered by the Closing Date (other than assets constituting Excluded Collateral) original Security Documents to the extent required thereunder and as may be reasonably requested from time to time by the Administrative Agent, the Collateral Agent or the Required Lenders (collectively, as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Administrative Agent and (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) shall constitute, upon taking all necessary perfection (or the equivalent with respect to each Canadian Credit Party that is not a U.S. Credit Party, under Applicable Law in Canada) action (which the Credit Parties agree to take pursuant to clause (e) belowpromptly take) valid and enforceable perfected (or the equivalent with respect to each CanadianCredit Party that is not a U.S. Credit Party under Applicable Law in Canada) security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens Liens, in each case, except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit DocumentDocument and solely with respect to the U.S. Subfacility and the U.S. FILO Subfacilitycontrary, no FSHCO, Foreign Subsidiary (other than a Canadian Subsidiary and each other Subsidiary which becomes a Subsidiary Guarantor pursuant to the proviso to the definition of “Excluded Subsidiary”), or Domestic Subsidiary of a Foreign Subsidiary that is a CFC shall be required to pledge (i) pledge, nor shall the U.S. Collateral include, any of its assets to secure any obligations of the Borrowers U.S. Credit Parties under the Credit Documents relating to the U.S. Subfacility or the U.S. FILO Subfacility or guarantee the obligations of the Borrowers Lead Borrower under the Credit DocumentsDocuments relating to the U.S. Subfacility or the U.S. FILO Subfacilityor (ii) guarantee the Obligations.

Additional Security; Further Assurances; etc. (a) The Borrowers Subject to the last sentence of this Section 9.12(a), Holdings will, and will cause each of the Subsidiary Guarantors other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case Real Property of Real Property, limited to Material Real Property) of the Borrowers Holdings and the Subsidiary Guarantors as are acquired after the Closing Date such other Credit Party (other than assets constituting Excluded CollateralAssets, as defined in the Security Agreement) as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Collateral Administrative Agent or the Required Lenders (or otherwise required at such time pursuant to the Intercreditor Agreement) (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) constitute valid and enforceable perfected security interests interests, hypothecations and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and enforceable against third parties and subject to no other Liens except in each case for Permitted LiensLiens or, in the case of Real Property, the Permitted Encumbrances related thereto. The Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security DocumentsDocuments and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Each Credit Party that owns or acquires fee owned Real Property with a Fair Market Value in excess of $7,500,000, such Credit Party will promptly deliver to the Collateral Agent the documents and other instruments set forth on Schedule 9.12(a). Notwithstanding any other provision in the foregoing, this Agreement or any Section 9.12(a) shall not (i) apply to (and Holdings and its Subsidiaries, the Borrower and the other Credit Document, no Excluded Subsidiary Parties shall not be required to pledge grant a Mortgage in) any fee owned Real Property the Fair Market Value of its assets which is $7,500,000 or less or any Leasehold unless, in either case, a Mortgage is granted (or requested to secure any obligations be granted) in respect of such Real Property pursuant to the terms of the Borrowers under the Credit Senior Secured Notes Documents, any Additional Obligations Documents or guarantee any Refinancing Senior Secured Notes Documents and (ii) require the obligations of Borrower and the Borrowers under other Credit Parties to perfect any lien it is not required to otherwise perfect pursuant to the Credit Documents, including, without limitation, deliver any control agreement in respect of any Excluded Deposit Account.