Common use of Additional Collateral; Additional Subsidiary Guarantors Clause in Contracts

Additional Collateral; Additional Subsidiary Guarantors. With respect to any person that is or becomes a Wholly-Owned Subsidiary of any Loan Party after the Closing Date, promptly (and in any event within 30 days after such person becomes a Subsidiary) (a) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) subject to no Liens other than Permitted Liens, (b) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge Agreement in accordance with all applicable Requirements of Law, including (i) the delivery to the Collateral Agent of the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock 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 (ii) the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, (c) cause each new Subsidiary that is a Domestic Subsidiary to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary and owns any Equity Interests of another Subsidiary (or at such time as such new Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiary), cause such new Subsidiary to (A) execute a joinder agreement to the applicable Pledge Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary's jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) 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 Pledge Agreement 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, in each case, subject to the limitations set forth in clause (a) with respect to Foreign Subsidiaries and (e) deliver or cause to be delivered to the Administrative Agent and the Collateral Agent opinions of counsel in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall request regarding the validity, perfection and priority of the Liens on Collateral pursuant to this sentence; provided that Sections 5.11(c) and (d) shall not apply to any new Subsidiary that is an SPE, so long as any such new SPE shall not guarantee any other Indebtedness of the Company or its Subsidiaries.

Additional Collateral; Additional Subsidiary Guarantors. With (a) Subject to this Section 5.10, (i) cause all property of each Loan Party that is intended to be subject to the Lien created by the Security Documents to be subject at all times to first priority (subject to Permitted Liens) perfected Liens in favor of the Collateral Agent, for its benefit and the benefit of the other Secured Parties, to secure the Secured Obligations pursuant to the Security Documents, (ii) with respect to any person that is or becomes a Wholly-Owned Subsidiary of property acquired after the Closing Date by any Loan Party after that is intended to be subject to the Closing DateLien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 60 days after the acquisition thereof (or such person becomes a Subsidiary) (alater date as the Collateral Agent may agree in its sole discretion)) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a first priority (subject to Permitted Liens) perfected Lien on such property to secure the Equity Interests of such new Subsidiary Secured Obligations, and (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) subject to no Liens other than Permitted Liens, (biii) take all actions necessary to cause such Lien Liens to be duly perfected to the extent required by such Pledge Agreement Security Document in accordance with all applicable Requirements of Law, including (i) the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent and, in the case of stock certificates in respect of Equity Interests of any Subsidiaries and other instruments having a face amount or value as reasonably determined by Borrower in excess of $25.0 million, the delivery thereof together with appropriate transfer forms duly executed in blank. Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on any such property. Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Loan Party shall be required to enter into (x) deposit account control agreements, (y) securities account control agreements or (z) any Security Documents governed by the laws of a jurisdiction other than the United States. (b) With respect to any Person that is or becomes a Subsidiary after the Closing Date, promptly (and in any event within 60 days after such Person becomes a Subsidiary (or such later date as the Administrative Agent may agree in its sole discretion)) (i) to the extent required by the Security Documents, deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary)that constitute certificated securities, 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 Loan Party evidencing obligations in, or which are reasonably likely at any time prior to the Final Maturity Date to be in, a principal amount in excess of $25.0 million together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party, and (ii) the filing of financing statements in cause such jurisdictions as may be reasonably requested by the Administrative Agent, (c) cause each new Subsidiary that is a Domestic Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary and owns any Equity Interests of another Subsidiary (or at such time as such new Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiary), cause such new Subsidiary to (A) execute a joinder agreement to the applicable Pledge Security Agreement, substantially in the form annexed thereto orthereto, in the case of and a Foreign Subsidiary, execute a pledge joinder agreement compatible with the laws of such Foreign Subsidiary's jurisdiction in form to any other then existing and substance reasonably satisfactory to the Administrative Agentapplicable Security Document, 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 Pledge Agreement Security Documents 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. Notwithstanding the foregoing, in each case, subject to (1) the limitations set forth in clause (a) with respect to Foreign Subsidiaries and (e) deliver or cause Equity Interests required to be delivered to the Administrative Agent and the Collateral Agent opinions of counsel in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall request regarding the validity, perfection and priority of the Liens on Collateral pursuant to clause (i) of this sentenceSection 5.10(b) shall not include any Equity Interests of a Foreign Subsidiary, a Domestic Holding Company Subsidiary or a De Minimis Subsidiary; provided that Sections 5.11(c) and provided, that, the exception set forth in this clause (d1) shall not apply to (x) Voting Stock of any new Subsidiary that (other than a De Minimis Subsidiary) which is an SPEa first-tier controlled foreign corporation (as defined in Section 957(a) of the Code), so long as or a Domestic Holding Company Subsidiary, representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (y) 100% of the Equity Interests not constituting Voting Stock of any such new SPE Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall not guarantee any other Indebtedness be treated as Voting Stock for purposes of this Section 5.10(b)); and (2) no Foreign Subsidiary, Domestic Holding Company Subsidiary or De Minimis Subsidiary shall be required to take the Company or its Subsidiariesactions specified in clause (ii) of this Section 5.10(b).

Additional Collateral; Additional Subsidiary Guarantors. With (a) Subject to this Section 5.11, with respect to any person that is or becomes a Wholly-Owned Subsidiary of property acquired after the Closing Date by any Loan Party after that is intended to be subject to the Closing DateLien created by any of the Collateral Documents but is not so subject (but, in any event, excluding any Equity Interest of a Foreign Subsidiary not required to be pledged pursuant to the last sentence of Section 5.11(b)), promptly (and in any event within (i) 30 days after the acquisition thereof or (ii) such person becomes a Subsidiarylonger period as shall be permitted by the applicable Collateral Document(s)) (ai) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements Collateral Documents (including the Collateral Trust Agreement) or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) property subject to no Liens other than Permitted Collateral Liens, (bii) deliver an opinion of counsel to Borrower in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, and (iii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge Agreement Collateral Documents (including the Collateral Trust Agreement) in accordance with all applicable Requirements of LawLegal Requirements, including (i) the delivery filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of the Collateral Documents against such after-acquired properties. (b) With respect to any person (including Holdings) that is or becomes a (A) a guarantor of (or otherwise provides, direct or indirect, credit support in respect of) the payment and/or performance of all or any portion of the obligations under or in respect of any or all the Convertible Senior Secured Note Documents (a “Note Guarantor”) or (B) a Subsidiary of a Company after the Closing Date, promptly (and in any event within (x) 5 days after such person becomes a Note Guarantor and (y)(1) 30 days after such person becomes a Subsidiary or (2) such longer period as shall be permitted by the applicable Collateral Document(s)) (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock 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 Company together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Company and (ii) the filing of financing statements cause such new Subsidiary (A) to execute (x) a Collateral Trust Joinder and (y) a joinder agreement to this Agreement (in such jurisdictions as may be reasonably requested by form and substance acceptable to the Administrative Agent), (c) cause each new Subsidiary that is a Domestic Subsidiary to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is Guarantor and a Domestic Subsidiary and owns any Equity Interests of another Subsidiary (or at such time as such new Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiary), cause such new Subsidiary to (A) execute a joinder agreement to the applicable Pledge Agreement, substantially in the form annexed thereto Pledgor or, in the case of a Foreign Subsidiary, to execute (x) a pledge Collateral Trust Joinder, (y) a joinder agreement to this Agreement (in form and substance acceptable to the Administrative Agent) and (z) a security document compatible with the laws of such Foreign Subsidiary's ’s jurisdiction (and in form and substance reasonably satisfactory to the Collateral Agent) to cause such Subsidiary to become a Subsidiary Guarantor and a Pledgor, (B) deliver an opinion of counsel to Borrower in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (BC) 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 Pledge Agreement Collateral Document to be duly perfected to the extent required by such agreement Collateral Document in accordance with all applicable Requirements of LawLegal Requirements, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Notwithstanding anything to the contrary set forth in this Section 5.11(b), Holdings shall not be or become a Note Guarantor as a result of the pledge of the Equity Interests of Borrower that it provides with respect to this Agreement and the Convertible Senior Secured Notes pursuant to the Convertible Senior Secured Note Documents as of the Closing Date. (c) Promptly grant to the Collateral Agent (and in any event within (1) 30 days of the acquisition thereof and (2) such longer period as shall be permitted by the applicable Collateral Document(s)) a security interest in and Mortgage on (i) each Real Property owned in fee by such Company as is acquired by such Company after the Closing Date and that, together with any improvements thereon, individually has a value of at least $1,000,000, and (ii) unless the Collateral Agent otherwise consents, each leased Real Property of such Company which lease individually has a Fair Market Value of at least $250,000, in each case, as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the limitations set forth extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in clause (a) with respect to Foreign Subsidiaries form and (e) deliver or cause to be delivered substance to the Administrative Agent and the Collateral Agent opinions and shall constitute valid and enforceable perfected first priority Liens subject only to Permitted Collateral Liens. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by applicable Legal Requirements to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Company shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, enforceability, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall request regarding the validity, perfection and priority Agent) in respect of the Liens on Collateral pursuant to this sentence; provided that Sections 5.11(c) and such Mortgage). (d) shall not apply to Notify the Administrative Agent, promptly (and in any new Subsidiary event within 15 days) after the acquisition of any Material Communications License and cause any Communications License that is an SPEFCC License that is acquired by Borrower or any Subsidiary to be held by a License Subsidiary, so long as any such new SPE shall not guarantee or any other Indebtedness of the Company or its SubsidiariesCompany.

Additional Collateral; Additional Subsidiary Guarantors. With (a) Subject to the terms of this Section 6.13, with respect to any person that is or becomes a Wholly-Owned Subsidiary of property acquired after the Closing Date by any Loan Party after that is intended to be subject to the Closing DateLien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such person becomes a Subsidiarylonger period as the Administrative Agent may agree in its discretion) (ai) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a First Priority Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) property subject to no Liens other than Permitted Liens, and (bii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge Agreement Security Documents in accordance with all applicable Requirements of Lawlaw, including (i) the delivery filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. (b) With respect to any Person that is or becomes a Subsidiary after the Closing Date, promptly (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock 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 provided that (iix) only 65% of the filing outstanding Equity Interests of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, (c) cause each new any Foreign Subsidiary that is a Domestic direct Subsidiary of a Loan Party shall be required to execute a Joinder Agreement or such comparable documentation be delivered pursuant to become a Subsidiary Guarantor, this clause (di) in and (y) the event such new Subsidiary is a Domestic Subsidiary and owns any Equity Interests of another Subsidiary (or at such time as such new any Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiarya Foreign Subsidiary shall not be required to be delivered pursuant to this clause (i), (ii) cause such new Subsidiary if such Subsidiary is not a Foreign Subsidiary, to (A) execute a joinder agreement agreements to the applicable Pledge Guarantee and the Security Agreement, substantially in the form forms annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary's jurisdiction in form and substance reasonably satisfactory to the Administrative Agentthereto, and (Biii) take all actions necessary or advisable in the reasonable opinion of the Administrative Agent or the Collateral Agent to cause the Lien Liens created by the applicable Pledge Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Lawlaw, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent, in each case, subject . (c) Promptly grant to the limitations set forth Collateral Agent, within 90 Business Days of the acquisition thereof or such longer period as the Administrative Agent may agree in clause its discretion, a security interest in and Mortgage on each Real Property owned in fee by any Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $3.0 million, as additional security for the Secured Obligations (a) with respect unless the subject property is already mortgaged to Foreign Subsidiaries a third party to the extent permitted by Section 7.01). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and (e) deliver or cause to be delivered substance to the Administrative Agent and the Collateral Agent opinions and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens or other Liens reasonably acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as Agent) in respect of such Mortgage). (d) Notwithstanding the foregoing, (x) the Administrative Agent and shall not take a security interest in those assets as to which the Collateral Administrative Agent shall request regarding determine, in its reasonable discretion, that the validitycost of obtaining such Lien (including any mortgage, perfection and priority stamp, intangibles or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby and (y) Liens on Collateral required to be granted pursuant to this sentence; provided that Sections 5.11(c) Section 6.13 shall be subject to exceptions and limitations consistent with those set forth in the Security Documents as in effect on the Closing Date (d) shall not apply to any new Subsidiary that is an SPE, so long as any such new SPE shall not guarantee any other Indebtedness of the Company or its Subsidiariesextent appropriate in the applicable jurisdiction).

Additional Collateral; Additional Subsidiary Guarantors. With (a) Subject to the terms of this Section 6.13, with respect to any person that is or becomes a Wholly-Owned Subsidiary of property acquired after the Closing Date by any Loan Party after (other than the Closing DateCanadian Borrower) that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such person becomes a Subsidiarylonger period as the Administrative Agent may agree in its discretion) (ai) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a First Priority Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) property subject to no Liens other than Permitted Liens, and (bii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge Agreement Security Documents in accordance with all applicable Requirements of Lawlaw, including (i) the delivery filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The U.S. Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. With respect to any Person that is or becomes a Wholly-Owned Subsidiary after the Closing Date (other than an Unrestricted Subsidiary) or the designation in accordance with Section 6.16 of any direct or indirect Wholly-Owned Subsidiary as a Restricted Subsidiary, promptly (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Restricted Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock 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 provided that (iix) only 65% of the filing outstanding Equity Interests of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, (cA) cause each new any Foreign Restricted Subsidiary that is a direct Subsidiary of a Loan Party (other than the Canadian Borrower) or (B) any Domestic Restricted Subsidiary to execute that is treated as a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary disregarded entity for U.S. federal income tax purposes and owns any that has no material assets other than Equity Interests of another Subsidiary one or more Foreign Subsidiaries that are CFCs (or at such time as such new each a “Disregarded Domestic Subsidiary”) shall be required to be delivered pursuant to this clause (i) and (y) the Equity Interests of any Restricted Subsidiary that is a Restricted Subsidiary of a Foreign Restricted Subsidiary shall not be required to be delivered pursuant to this clause (i), (ii) cause such new Wholly-Owned Restricted Subsidiary, if such Restricted Subsidiary is not a Foreign Restricted Subsidiary or a Domestic Restricted Subsidiary acquires any that is treated as a disregarded entity for U.S. federal income tax purposes and that has no material assets other than Equity Interests of another Subsidiary)one or more Foreign Subsidiaries that are CFCs, cause such new Subsidiary to (A) execute a joinder agreement agreements to the applicable Pledge Guarantee and the Security Agreement, substantially in the form forms annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary's jurisdiction in form and substance reasonably satisfactory to the Administrative Agentthereto, and (Biii) take all actions necessary or advisable in the reasonable opinion of the Administrative Agent or the Collateral Agent to cause the Lien Liens created by the applicable Pledge Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Lawlaw, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Notwithstanding anything in this Section 6.13(a) or in any Loan Document to the contrary, so long as (A) the Delaware LLC Holding Company holds no assets or liabilities other than (i) the Equity Interests of Northstar (or any Wholly-Owned Subsidiary of U.S. Borrower organized under the laws of Canada that is amalgamated into Northstar and which owns, directly or through one of its Subsidiaries, all of the Equity Interests of all other Canadian Subsidiaries of U.S. Borrower existing on the Second Restatement Date (such Wholly-Owned Subsidiary, the “Successor Canadian Holdco”)), (ii) its rights and obligations under the Forward Subscription Agreement and the Contribution Agreement and (iii) any cash it may receive pursuant to the Contribution Agreement or any distributions it may receive from Northstar or Successor Canadian Holdco, so long as such cash is either contributed to Northstar or distributed to U.S. Borrower, as applicable, within one (1) Business Day of receipt by it of such cash, (B) the Canadian Reorganization Documents are complied with in each caseall material respects, (C) 65% of the Equity Interests of Northstar or the Successor Canadian Holdco shall be pledged as Collateral pursuant to the Delaware LLC Holding Company Pledge Agreement and such pledge shall be in full force and effect, (D) the U.S. Borrower shall continue to hold the Northstar Note, (E) all funds made available to the Delaware LLC Holding Company or Northstar in connection with the Canadian Reorganization Documents by the U.S. Borrower or any other Subsidiary of the U.S. Borrower (to the extent originating from the U.S. Borrower or a non-Canadian Subsidiary) are returned to the U.S. Borrower within one (1) Business Day of receipt by the Delaware LLC Holding Company or Northstar and (F) no Canadian Reorganization Document is amended, modified, replaced, terminated, waived or consented to in a manner which materially adversely affects the interests of the Lenders, the requirement that any or all of the Equity Interests issued by the Delaware LLC Holding Company, the Northstar Note and any Loan Party’s rights under any of the Canadian Reorganization Documents are pledged or subjected to a security interest pursuant to any Security Document is hereby waived. The foregoing waiver is further conditioned on the Delaware LLC Holding Company not engaging in any activities other than those referred to in the previous sentence. Notwithstanding anything to the contrary set forth in Section 3.4(b) of the Security Agreement and subject to the limitations set forth Second Reaffirmation Agreement, any Deposit Account (as defined in clause the Security Agreement) on which a Lien is granted pursuant to Section 7.01(w) shall not be subject to the prohibition on granting a Control Agreement (aas defined in the Security Agreement) to any Person; provided that the aggregate balance of all such Deposit Accounts (when together with respect any other assets on which a Lien is granted pursuant to Foreign Subsidiaries Section 7.01(w)) shall not exceed $25,000,000 at any time. (b) Promptly grant to the Collateral Agent, within 90 Business Days of the acquisition thereof or such longer period as the Administrative Agent may agree in its discretion, a security interest in and Mortgage on each Real Property owned in fee by any Loan Party (eother than the Canadian Borrower) deliver or cause that is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 7.01). Such Mortgages shall be delivered granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent opinions and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens or other Liens reasonably acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party (other than the Canadian Borrower) shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage). Such Loan Party (other than the Canadian Borrower) shall deliver to the Collateral Agent as a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each such Real Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the U.S. Borrower and each Loan Party (other than the Canadian Borrower) relating thereto). (c) Notwithstanding the foregoing, (x) the Administrative Agent and shall not take a security interest in those assets as to which the Collateral Administrative Agent shall request regarding determine, in its reasonable discretion, that the validitycost of obtaining such Lien (including any mortgage, perfection and priority stamp, intangibles or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby and (y) Liens on Collateral required to be granted pursuant to this sentence; provided that Sections 5.11(c) Section 6.13 shall be subject to exceptions and limitations consistent with those set forth in the Security Documents as in effect on the Closing Date (d) shall not apply to any new Subsidiary that is an SPE, so long as any such new SPE shall not guarantee any other Indebtedness of the Company or its Subsidiariesextent appropriate in the applicable jurisdiction).

Additional Collateral; Additional Subsidiary Guarantors. With (a) Subject to this Section 5.10, with respect to any person that is or becomes a Wholly-Owned Subsidiary of property acquired after the Closing Date by any Loan Party after that is intended to be subject to the Closing DateLien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after such person becomes a Subsidiarythe acquisition thereof) (ai) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) property subject to no Liens other than Permitted Collateral Liens, and (bii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge Agreement Security Document in accordance with all applicable Requirements of Law, including (i) the delivery filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. (b) With respect to any person that is or becomes a Subsidiary after the Closing Date, promptly (and in any event within 30 days after such person becomes a Subsidiary (it being understood that for purposes of this clause (b), any Subsidiary with respect to which the second sentence of this clause (b) applies shall be deemed to have become a Subsidiary at such time as the provisions of the second sentence of this clause (b) shall cease to apply) (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock 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 Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and (ii) the filing of financing statements in cause such jurisdictions as may be reasonably requested by the Administrative Agent, (c) cause each new Subsidiary that is a Domestic Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary Guarantor and owns any Equity Interests of another Subsidiary (or at such time as such new Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiary), cause such new Subsidiary to (A) execute a joinder agreement to the applicable Pledge Security Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge security agreement compatible with the laws of such Foreign Subsidiary's ’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, 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 Pledge Security Agreement 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. Notwithstanding the foregoing, (x) (1) the Equity Interests required to be delivered to the Collateral Agent upon the creation or acquisition of a Foreign Subsidiary after the Closing Date pursuant to clause (i) of this Section 5.10(b) shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Closing Date, and (2) no Foreign Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.10(b), if, in the case of either clause (1) or (2), doing so would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code, which investment would or could reasonably be expected to trigger an increase in the net income of a United States shareholder of such Subsidiary pursuant to Section 951 (or a successor provision) of the Code, as reasonably determined by the Administrative Agent; provided that this exception shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 66% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 5.10(b) and (y) (1) the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (i) of this Section 5.10(b) shall not include any Equity Interests of an Outsourcing Project Subsidiary so long as the terms of any Outsourcing Project Indebtedness of such Outsourcing Project Subsidiary permitted under Section 6.01(m) (or the terms of any related Outsourcing Project Guarantee permitted under Section 6.01(m)) preclude the pledge of the Equity Interests of such Outsourcing Project Subsidiary and (2) no Outsourcing Project Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.10(b) so long as such Outsourcing Project Subsidiary has any Outsourcing Project Indebtedness permitted under Section 6.01(m) that by its terms precludes such Outsourcing Project Subsidiary from becoming party this Agreement and any applicable Security Documents. (c) Promptly grant to the Collateral Agent, within 30 days of the acquisition thereof, a security interest in and Mortgage on (i) each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $2.5 million, and (ii) unless the Collateral Agent otherwise consents, each leased Real Property of such Loan Party (other than leased Real Property used primarily for office space of Loan Parties) which lease individually has a fair market value of at least $2.5 million, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the limitations set forth extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in clause (a) with respect to Foreign Subsidiaries form and (e) deliver or cause to be delivered substance to the Administrative Agent and the Collateral Agent opinions and shall constitute valid and enforceable perfected Liens subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey (or such other information as is sufficient to allow the issuance of the Title Policy in respect of such Mortgage as an ALTA extended coverage mortgagee title insurance policy) and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as Agent) in respect of such Mortgage). (d) Notwithstanding anything in this Agreement to the contrary, this Section 5.10 shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, any particular assets if and for so long as, in the reasonable judgment of the Administrative Agent and Agent, the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. Notwithstanding any other provision of this Agreement or any Security Document, the Collateral Agent shall request regarding may grant extensions of time for the validityperfection of security interests in or the obtaining of title insurance or surveys with respect to particular assets where it determines, in its sole discretion, that perfection and priority of cannot be accomplished without undue effort or expense by the Liens on Collateral pursuant to time or times at which it would otherwise be required by this sentence; provided that Sections 5.11(c) and (d) shall not apply to any new Subsidiary that is an SPE, so long as any such new SPE shall not guarantee any other Indebtedness of Agreement or the Company or its SubsidiariesSecurity Documents.

Additional Collateral; Additional Subsidiary Guarantors. With (a) Subject to this Section 5.10, with respect to any person that is or becomes a Wholly-Owned Subsidiary of property acquired after the Closing Date by any Loan Party after that is intended to be subject to the Closing DateLien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after such person becomes a Subsidiarythe acquisition thereof) (ai) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) property subject to no Liens other than Permitted Liens, and (bii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge Agreement Security Document in accordance with all applicable Requirements of Law, including (i) the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and, in the case of stock certificates in respect of Capital Stock of any Subsidiaries and other stock certificates and instruments having a face amount or value as reasonably determined by Borrower in excess of $10.0 million, the delivery thereof together with appropriate transfer forms duly executed in blank. Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. (b) With respect to any person that is or becomes a Subsidiary after the Closing Date, promptly (and in any event within 30 days after such person becomes a Subsidiary) (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary)that constitute certificated securities, 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 (other than any such notes issued in connection with the Specified IP Restructuring) owing from such Subsidiary to any Loan Party evidencing obligations in, or which are reasonably likely at any time prior to the Term Loan Maturity Date to be in, a principal amount in excess of $10.0 million together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party, and (ii) the filing of financing statements in cause such jurisdictions as may be reasonably requested by the Administrative Agent, (c) cause each new Subsidiary that is a Domestic Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary Guarantor and owns any Equity Interests of another Subsidiary (or at such time as such new Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiary), cause such new Subsidiary to (A) execute a joinder agreement to the applicable Pledge Security Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary's jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, 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 Pledge Security Agreement 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. Notwithstanding the foregoing, (1) the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (i) of this Section 5.10(b) shall not include any Equity Interests of a Foreign Subsidiary, a Domestic Holding Company Subsidiary or a De Minimus Subsidiary, (2) no Foreign Subsidiary or De Minimus Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.10(b) and (3) no Domestic Holding Company Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.10(b) to the extent that such action would cause such Subsidiary’s obligation as a Subsidiary Guarantor to be with recourse to more than 65% of the outstanding Equity Interests held by such Subsidiary in Foreign Subsidiaries which, pursuant to clause (1) above (subject to the proviso to this Section 5.10(b)), are not required to be pledged by such Subsidiary, provided that the exception set forth in clause (1) shall not apply to (A) Voting Stock of any Subsidiary (other than a De Minimus Subsidiary) which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code), or a Domestic Holding Company Subsidiary, representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 5.10(b). (c) Promptly grant to the Collateral Agent, within 30 days of the acquisition thereof, a security interest in and Mortgage on each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $10.0 million, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the limitations set forth extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in clause (a) with respect to Foreign Subsidiaries form and (e) deliver or cause to be delivered substance to the Administrative Agent and the Collateral Agent opinions and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of counsel the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, if reasonably requested by the Collateral Agent, a title policy and a survey (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall request regarding the validity, perfection and priority Agent) in respect of the Liens on Collateral pursuant to this sentence; provided that Sections 5.11(c) and (d) shall not apply to any new Subsidiary that is an SPE, so long as any such new SPE shall not guarantee any other Indebtedness of the Company or its SubsidiariesMortgage).

Additional Collateral; Additional Subsidiary Guarantors. With (a) Subject to this Section 5.11, with respect to any person that is or becomes a Wholly-Owned Subsidiary of property acquired after the Closing Date by any Loan Party after that is intended to be subject to the Closing DateLien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after such person becomes a Subsidiarythe acquisition thereof) (ai) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) property subject to no Liens other than Permitted Liens, and (bii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge Agreement Security Document in accordance with all applicable Requirements of Law, including (i) the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and, in the case of stock certificates in respect of Capital Stock of any Subsidiaries and other stock certificates and instruments having a face amount or value as reasonably determined by Borrower in excess of $10.0 million, the delivery thereof together with appropriate transfer forms duly executed in blank. Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. (b) With respect to any person that is or becomes a Subsidiary after the Closing Date, promptly (and in any event within 30 days after such person becomes a Subsidiary) (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary)that constitute certificated securities, 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 Loan Party evidencing obligations in, or which are reasonably likely at any time prior to the Term Loan Maturity Date to be in, a principal amount in excess of $10.0 million together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party, and (ii) the filing of financing statements in cause such jurisdictions as may be reasonably requested by the Administrative Agent, (c) cause each new Subsidiary that is a Domestic Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary Guarantor and owns any Equity Interests of another Subsidiary (or at such time as such new Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiary), cause such new Subsidiary to (A) execute a joinder agreement to the applicable Pledge Security Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary's jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, 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 Pledge Security Agreement 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. Notwithstanding the foregoing, (1) the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (i) of this Section 5.11(b) shall not include any Equity Interests of a Foreign Subsidiary or a Domestic Holding Company Subsidiary, (2) no Foreign Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.11(b) and (3) no Domestic Holding Company Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.11(b) to the extent that such action would cause such Subsidiary’s obligation as a Subsidiary Guarantor to be with recourse to more than 65% of the outstanding Equity Interests held by such Subsidiary in Foreign Subsidiaries which, pursuant to clause (1) above (subject to the proviso to this Section 5.11(b)), are not required to be pledged by such Subsidiary, provided that the exception set forth in clause (1) shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code), or a Domestic Holding Company Subsidiary, representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 5.11(b). (c) Promptly grant to the Collateral Agent, within 30 days of the acquisition thereof, a security interest in and Mortgage on each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $10.0 million, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the limitations set forth extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in clause (a) with respect to Foreign Subsidiaries form and (e) deliver or cause to be delivered substance to the Administrative Agent and the Collateral Agent opinions and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of counsel the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, if reasonably requested by the Collateral Agent, a title policy and a survey (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall request regarding the validity, perfection and priority Agent) in respect of the Liens on Collateral pursuant to this sentence; provided that Sections 5.11(c) and such Mortgage). (d) Anything in this Agreement or any other Loan Document to the contrary notwithstanding, (i) during the Certain Funds Period the Equity Financing, any proceeds of the Term Loans and the Acquisition Revolving Loans, any deposit account or securities account that contains only Equity Financing or any proceeds of the Term Loans or the Acquisition Revolving Loans and any Hedge Agreement entered into to hedge the pound/dollar exchange rate in respect of the Equity Financing and/or the proceeds of Term Loans and Acquisition Revolving Loans shall not apply be excluded from the Collateral and no Secured Party shall have any Lien thereon or security interest therein, and each Secured Party hereby waives any right to setoff or similar right in respect of the Equity Financing, the proceeds of any new Subsidiary that is an SPE, so long as Term Loan or Acquisition Revolving Loan or any such new SPE Hedging Agreement and (ii) the Cash Confirmation shall not guarantee any other Indebtedness of be excluded from the Company or its SubsidiariesCollateral.

Additional Collateral; Additional Subsidiary Guarantors. With respect to any person that is or becomes a Wholly-Owned Subsidiary of any Loan Party after the Closing Date, promptly (and in any event within 30 days after such person becomes a Subsidiary) (a) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) subject to no Liens other than Permitted Liens, (b) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge Agreement in accordance with all applicable Requirements of Law, including (i) the delivery to the Collateral Agent of the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock 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 (ii) the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, (c) cause each new Subsidiary that is a Domestic Subsidiary to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary and owns any Equity Interests of another Subsidiary (or at such time as such new Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiary), cause such new Subsidiary to (A) execute a joinder agreement to the applicable Pledge Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary's ’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) 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 Pledge Agreement 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, in each case, subject to the limitations set forth in clause (a) with respect to Foreign Subsidiaries and (e) deliver or cause to be delivered to the Administrative Agent and the Collateral Agent opinions of counsel in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall request regarding the validity, perfection and priority of the Liens on Collateral pursuant to this sentence; provided that Sections 5.11(c) and (d) shall not apply to any new Subsidiary that is an SPE, so long as any such new SPE shall not guarantee any other Indebtedness of the Company or its Subsidiaries. Nothwithstanding anything to the contrary contained in this Agreement, if, at any time, Adesa Mexico, LLC shall have a net worth equal to or greater than $10.0 million it shall be subject to the requirements of this Section 5.11 as if it had become a new Subsidiary that is a Foreign Subsidiary.

Additional Collateral; Additional Subsidiary Guarantors. With respect to any person that is or becomes a Wholly-Owned Subsidiary of any Loan Party after the Closing Date, if such person is not an Excluded Subsidiary, promptly (and in any event within 30 days after such person becomes a Subsidiary) (a) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) subject to no Liens other than Permitted Liens, (b) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge Agreement in accordance with all applicable Requirements of Law, including (i) the delivery to the Collateral Agent of the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock 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 (ii) the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, (c) cause each new Subsidiary that is a Domestic Subsidiary to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary and owns any Equity Interests of another Subsidiary (or at such time as such new Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiary), cause such new Subsidiary to (A) execute a joinder agreement to the applicable Pledge Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary's ’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) 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 Pledge Agreement 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, in each case, subject to the limitations set forth in clause (a) with respect to Foreign Subsidiaries and (e) deliver or cause to be delivered to the Administrative Agent and the Collateral Agent opinions of counsel in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall request regarding the validity, perfection and priority of the Liens on Collateral pursuant to this sentence; provided that Sections 5.11(c) and (d) shall not apply to any new Subsidiary that is an SPE, so long as any such new SPE shall not guarantee any other Indebtedness of the Company or its Subsidiaries. Nothwithstanding anything to the contrary contained in this Agreement, if, at any time, Adesa Mexico, LLC shall have a net worth equal to or greater than $10.0 million it shall be subject to the requirements of this Section 5.11 as if it had become a new Subsidiary that is a Foreign Subsidiary.

Additional Collateral; Additional Subsidiary Guarantors. With (a) Subject to this Section 5.11, with respect to any person that is or becomes a Wholly-Owned Subsidiary of property acquired after the Closing Date by any Loan Party after that is intended to be subject to the Closing DateLien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after such person becomes a Subsidiarythe acquisition thereof) (ai) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) property subject to no Liens other than Permitted Liens, and (bii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge Agreement Security Document in accordance with all applicable Requirements of Law, including (i) the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and, in the case of stock certificates in respect of Capital Stock of any Subsidiaries and other stock certificates and instruments having a face amount or value as reasonably determined by Borrower in excess of $10.0 million, the delivery thereof together with appropriate transfer forms duly executed in blank. Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. (b) With respect to any person that is or becomes a Subsidiary after the Closing Date, promptly (and in any event within 30 days after such person becomes a Subsidiary) (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary)that constitute certificated securities, 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 Loan Party evidencing obligations in, or which are reasonably likely at any time prior to the Term Loan Repayment Date to be in, a principal amount in excess of $10.0 million together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party, and (ii) the filing of financing statements in cause such jurisdictions as may be reasonably requested by the Administrative Agent, (c) cause each new Subsidiary that is a Domestic Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary Guarantor and owns any Equity Interests of another Subsidiary (or at such time as such new Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiary), cause such new Subsidiary to (A) execute a joinder agreement to the applicable Pledge Security Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary's jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, 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 Pledge Security Agreement 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. Notwithstanding the foregoing, (1) the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (i) of this Section 5.11(b) shall not include any Equity Interests of a Foreign Subsidiary or a Domestic Holding Subsidiary, (2) no Foreign Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.11(b) and (iii) no Domestic Holding Company Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.11(b) to the extent that such action would cause such Subsidiary’s obligation as a Subsidiary Guarantor to be with recourse to more than 65% of the outstanding Equity Interests held by such Subsidiary in Foreign Subsidiaries which, pursuant to clause (1) above (subject to the proviso to this Section 5.11(b)), are not required to be pledged by such Subsidiary, provided that the exception set forth in clause (1) shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code), or a Domestic Holding Company Subsidiary, representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 5.11(b). (c) Promptly grant to the Collateral Agent, within 30 days of the acquisition thereof, a security interest in and Mortgage on each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $10.0 million, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the limitations set forth extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in clause (a) with respect to Foreign Subsidiaries form and (e) deliver or cause to be delivered substance to the Administrative Agent and the Collateral Agent opinions and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of counsel the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, if reasonably requested by the Collateral Agent, a title policy and a survey (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall request regarding the validity, perfection and priority Agent) in respect of the Liens on Collateral pursuant to this sentence; provided that Sections 5.11(c) and such Mortgage). (d) Anything in this Agreement or any other Loan Document to the contrary notwithstanding, (i) during the Certain Funds Period the Equity Financing, any proceeds of the Term Loans and the Acquisition Revolving Loans, any deposit account or securities account that contains only Equity Financing or any proceeds of the Term Loans or the Acquisition Revolving Loans and any Hedge Agreement entered into to hedge the pound/dollar exchange rate in respect of the Equity Financing and/or the proceeds of Term Loans and Acquisition Revolving Loans shall not apply be excluded from the Collateral and no Secured Party shall have any Lien thereon or security interest therein, and each Secured Party hereby waives any right to setoff or similar right in respect of the Equity Financing, the proceeds of any new Subsidiary that is an SPE, so long as Term Loan or Acquisition Revolving Loan or any such new SPE Hedging Agreement and (ii) the Cash Confirmation shall not guarantee any other Indebtedness of be excluded from the Company or its SubsidiariesCollateral.

Additional Collateral; Additional Subsidiary Guarantors. With (a) Subject to the terms of this Section 6.13, with respect to any person that is or becomes a Wholly-Owned Subsidiary of property acquired after the Closing Date by any Loan Party after (other than the Closing DateCanadian Borrower) that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such person becomes a Subsidiarylonger period as the Administrative Agent may agree in its discretion) (ai) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a First Priority Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) property subject to no Liens other than Permitted Liens, and (bii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge Agreement Security Documents in accordance with all applicable Requirements of Lawlaw, including (i) the delivery filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The U.S. Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. With respect to any Person that is or becomes a Wholly-Owned Subsidiary after the Closing Date, promptly (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock 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 provided that (iix) only 65% of the filing outstanding Equity Interests of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, (cA) cause each new any Foreign Subsidiary that is a direct Subsidiary of a Loan Party (other than the Canadian Borrower) or (B) any Domestic Subsidiary to execute that is treated as a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary disregarded entity for U.S. federal income tax purposes and owns any that has no material assets other than Equity Interests of another Subsidiary one or more Foreign Subsidiaries that are CFCs (or at such time as such new each a “Disregarded Domestic Subsidiary”) shall be required to be delivered pursuant to this clause (i) and (y) the Equity Interests of any Subsidiary that is a Subsidiary of a Foreign Subsidiary shall not be required to be delivered pursuant to this clause (i), (ii) cause such new Wholly-Owned Subsidiary, if such Subsidiary is not a Foreign Subsidiary or a Domestic Subsidiary acquires any that is treated as a disregarded entity for U.S. federal income tax purposes and that has no material assets other than Equity Interests of another Subsidiary)one or more Foreign Subsidiaries that are CFCs, cause such new Subsidiary to (A) execute a joinder agreement agreements to the applicable Pledge Guarantee and the Security Agreement, substantially in the form forms annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary's jurisdiction in form and substance reasonably satisfactory to the Administrative Agentthereto, and (Biii) take all actions necessary or advisable in the reasonable opinion of the Administrative Agent or the Collateral Agent to cause the Lien Liens created by the applicable Pledge Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Lawlaw, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Notwithstanding anything in this Section 6.13(a) or in any Loan Document to the contrary, so long as (A) the Delaware LLC Holding Company holds no assets or liabilities other than (i) the Equity Interests of Northstar (or any Wholly-Owned Subsidiary of U.S. Borrower organized under the laws of Canada that is amalgamated into Northstar and which owns, directly or through one of its Subsidiaries, all of the Equity Interests of all other Canadian Subsidiaries of U.S. Borrower existing on the Restatement Date (such Wholly-Owned Subsidiary, the “Successor Canadian Holdco”)), (ii) its rights and obligations under the Forward Subscription Agreement and the Contribution Agreement and (iii) any cash it may receive pursuant to the Contribution Agreement or any distributions it may receive from Northstar or Successor Canadian Holdco, so long as such cash is either contributed to Northstar or distributed to U.S. Borrower, as applicable, within one (1) Business Day of receipt by it of such cash, (B) the Canadian Reorganization Documents are complied with in each caseall material respects, (C) 65% of the Equity Interests of Northstar or the Successor Canadian Holdco shall be pledged as Collateral pursuant to the Delaware LLC Holding Company Pledge Agreement and such pledge shall be in full force and effect, (D) the Northstar Loan, the Northstar Distribution and the LLC Distribution are made on the same day, (E) the U.S. Borrower shall continue to hold the Northstar Note, (F) all funds made available to the Delaware LLC Holding Company or Northstar in connection with the Canadian Reorganization Documents by the U.S. Borrower or any other Subsidiary of the U.S. Borrower (to the extent originating from the U.S. Borrower or a non-Canadian Subsidiary) are returned to the U.S. Borrower within one (1) Business Day of receipt by the Delaware LLC Holding Company or Northstar and (G) no Canadian Reorganization Document is amended, modified, replaced, terminated, waived or consented to in a manner which materially adversely affects the interests of the Lenders, the requirement that any or all of the Equity Interests issued by the Delaware LLC Holding Company, the Northstar Note and any Loan Party’s rights under any of the Canadian Reorganization Documents are pledged or subjected to a security interest pursuant to any Security Document is hereby waived. The foregoing waiver is further conditioned on the Delaware LLC Holding Company not engaging in any activities other than those referred to in the previous sentence. Notwithstanding anything to the contrary set forth in Section 3.4(b) of the Security Agreement and subject to the limitations set forth Reaffirmation Agreement, any Deposit Account (as defined in clause the Security Agreement) on which a Lien is granted pursuant to Section 7.01(w) shall not be subject to the prohibition on granting a Control Agreement (aas defined in the Security Agreement) to any Person; provided that the aggregate balance of all such Deposit Accounts (when together with respect any other assets on which a Lien is granted pursuant to Foreign Subsidiaries Section 7.01(w)) shall not exceed $15,000,000 at any time. (b) Promptly grant to the Collateral Agent, within 90 Business Days of the acquisition thereof or such longer period as the Administrative Agent may agree in its discretion, a security interest in and Mortgage on each Real Property owned in fee by any Loan Party (eother than the Canadian Borrower) deliver or cause that is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 7.01). Such Mortgages shall be delivered granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent opinions and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens or other Liens reasonably acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party (other than the Canadian Borrower) shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage). Such Loan Party (other than the Canadian Borrower) shall deliver to the Collateral Agent as a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each such Real Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the U.S. Borrower and each Loan Party (other than the Canadian Borrower) relating thereto). (c) Notwithstanding the foregoing, (x) the Administrative Agent and shall not take a security interest in those assets as to which the Collateral Administrative Agent shall request regarding determine, in its reasonable discretion, that the validitycost of obtaining such Lien (including any mortgage, perfection and priority stamp, intangibles or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby and (y) Liens on Collateral required to be granted pursuant to this sentence; provided that Sections 5.11(c) Section 6.13 shall be subject to exceptions and limitations consistent with those set forth in the Security Documents as in effect on the Closing Date (d) shall not apply to any new Subsidiary that is an SPE, so long as any such new SPE shall not guarantee any other Indebtedness of the Company or its Subsidiariesextent appropriate in the applicable jurisdiction).

Additional Collateral; Additional Subsidiary Guarantors. With (a) Subject to this Section 5.10, with respect to any person that is or becomes a Wholly-Owned Subsidiary of property acquired after the Closing Date by any Loan Party after that is intended to be subject to the Closing DateLien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after such person becomes a Subsidiarythe acquisition thereof) (ai) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) property subject to no Liens other than Permitted Liens, and (bii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge Agreement Security Document in accordance with all applicable Requirements of Law, including (i) the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and, in the case of stock certificates in respect of Capital Stock of any Subsidiaries and other stock certificates and instruments having a face amount or value as reasonably determined by Borrower in excess of $10.0 million, the delivery thereof together with appropriate transfer forms duly executed in blank. Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. (b) With respect to any person that is or becomes a Subsidiary after the Closing Date, promptly (and in any event within 30 days after such person becomes a Subsidiary) (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary)that constitute certificated securities, 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 Loan Party evidencing SC1:3775857.9 LEGAL_US_E # 113365636.9 obligations in, or which are reasonably likely at any time prior to the Term Loan Maturity Date to be in, a principal amount in excess of $10.0 million together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party, and (ii) the filing of financing statements in cause such jurisdictions as may be reasonably requested by the Administrative Agent, (c) cause each new Subsidiary that is a Domestic Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary Guarantor and owns any Equity Interests of another Subsidiary (or at such time as such new Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiary), cause such new Subsidiary to (A) execute a joinder agreement to the applicable Pledge Security Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary's jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, 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 Pledge Security Agreement 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. Notwithstanding the foregoing, (1) the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (i) of this Section 5.10(b) shall not include any Equity Interests of a Foreign Subsidiary, a Domestic Holding Company Subsidiary or a De Minimus Subsidiary, (2) no Foreign Subsidiary or De Minimus Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.10(b) and (3) no Domestic Holding Company Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.10(b) to the extent that such action would cause such Subsidiary's obligation as a Subsidiary Guarantor to be with recourse to more than 65% of the outstanding Equity Interests held by such Subsidiary in Foreign Subsidiaries which, pursuant to clause (1) above (subject to the proviso to this Section 5.10(b)), are not required to be pledged by such Subsidiary, provided that the exception set forth in clause (1) shall not apply to (A) Voting Stock of any Subsidiary (other than a De Minimus Subsidiary) which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code), or a Domestic Holding Company Subsidiary, representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 5.10(b). (c) Promptly grant to the Collateral Agent, within 30 days of the acquisition thereof, a security interest in and Mortgage on each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $10.0 million, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the limitations set forth extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in clause (a) with respect to Foreign Subsidiaries form and (e) deliver or cause to be delivered substance to the Administrative Agent and the Collateral Agent opinions and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of counsel the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, if reasonably requested by the Collateral Agent, a title policy and a survey (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall request regarding the validity, perfection and priority Agent) in respect of the Liens on Collateral pursuant to this sentence; provided that Sections 5.11(c) and (d) shall not apply to any new Subsidiary that is an SPE, so long as any such new SPE shall not guarantee any other Indebtedness of the Company or its SubsidiariesMortgage).

Additional Collateral; Additional Subsidiary Guarantors. With (a) Subject to this Section 5.10, (i) cause all property of each Loan Party that is intended to be subject to the Lien created by the Security Documents to be subject at all times to first priority (subject to Permitted Liens) perfected Liens in favor of the Collateral Agent, for its benefit and the benefit of the other Secured Parties, to secure the Secured Obligations pursuant to the Security Documents, (ii) with respect to any person that is or becomes a Wholly-Owned Subsidiary of property acquired after the Closing Date by any Loan Party after that is intended to be subject to the Closing DateLien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof (or such person becomes a Subsidiary) (alater date as the Collateral Agent may agree in its sole discretion)) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a first priority (subject to Permitted Liens) perfected Lien on such property to secure the Equity Interests of such new Subsidiary Secured Obligations, and (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) subject to no Liens other than Permitted Liens, (biii) take all actions necessary to cause such Lien Liens to be duly perfected to the extent required by such Pledge Agreement Security Document in accordance with all applicable Requirements of Law, including (i) the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent and, in the case of stock certificates in respect of Equity Interests of any Subsidiaries and other instruments having a face amount or value as reasonably determined by Borrower in excess of $10.0 million, the delivery thereof together with appropriate transfer forms duly executed in blank. Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on any such property. (b) With respect to any person that is or becomes a Subsidiary after the Closing Date, promptly (and in any event within 30 days after such person becomes a Subsidiary (or such later date as the Administrative Agent may agree in its sole discretion)) (i) to the extent required by the Security Documents, deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary)that constitute certificated securities, 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 Loan Party evidencing obligations in, or which are reasonably likely at any time prior to the Final Maturity Date to be in, a principal amount in excess of $10.0 million together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party, and (ii) the filing of financing statements in cause such jurisdictions as may be reasonably requested by the Administrative Agent, (c) cause each new Subsidiary that is a Domestic Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary and owns any Equity Interests of another Subsidiary (or at such time as such new Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiary), cause such new Subsidiary to (A) execute a joinder agreement to the applicable Pledge Security Agreement, substantially in the form annexed thereto orthereto, in the case of and a Foreign Subsidiary, execute a pledge joinder agreement compatible with the laws of such Foreign Subsidiary's jurisdiction in form to any other then existing and substance reasonably satisfactory to the Administrative Agentapplicable Security Document, 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 Pledge Agreement Security Documents 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. Notwithstanding the foregoing, in each case, subject (1) the Equity Interests required to be delivered to the limitations Collateral Agent pursuant to clause (i) of this Section 5.10(b) shall not include any Equity Interests of a Foreign Subsidiary, a Domestic Holding Company Subsidiary or a De Minimis Subsidiary; provided, that, the exception set forth in this clause (1) shall not apply to (x) Voting Stock of any Subsidiary (other than a De Minimis Subsidiary) which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code), or a Domestic Holding Company Subsidiary, representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (y) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 5.10(b)); (2) no Foreign Subsidiary, Domestic Holding Company Subsidiary or De Minimis Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.10(b); (3) Borrower shall have thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) to cause Business Ink, Co., a Texas corporation, to comply with the requirements set forth in clause (aii) with respect to Foreign Subsidiaries of this Section 5.10(b); and (e4) deliver or cause no Excluded Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.10(b) unless (and the Equity Interests required to be delivered to the Administrative Agent and the Collateral Agent opinions pursuant to clause (i) of counsel in form and substance reasonably satisfactory to this Section 5.10(b) shall not include the Administrative Agent and the Collateral Agent Equity Interests of any Excluded Subsidiary unless), as of June 30, 2018 (or such later date as the Administrative Agent and the Collateral Agent shall request regarding the validitymay agree in its sole discretion), perfection and priority such Excluded Subsidiary (x) is a Subsidiary as of the Liens on Collateral pursuant to this sentence; provided that Sections 5.11(c) such date, and (dy) shall is not apply to any new a De Minimis Subsidiary that is an SPE, so long as any of such new SPE shall not guarantee any other Indebtedness of the Company or its Subsidiariesdate.

Additional Collateral; Additional Subsidiary Guarantors. With (a) Subject to the terms of this Section 6.13, with respect to any person that is or becomes a Wholly-Owned Subsidiary of property acquired after the Closing Date by any Loan Party after that is intended to be subject to the Closing DateLien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such person becomes a Subsidiarylonger period as the Administrative Agent may agree in its discretion) (ai) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a First Priority Lien on the Equity Interests of such new Subsidiary (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary) property subject to no Liens other than Permitted Liens, and (bii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Pledge Agreement Security Documents in accordance with all applicable Requirements of Lawlaw, including (i) the delivery filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. With respect to any Person that is or becomes a Wholly-Owned Subsidiary after the Closing Date, promptly (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock 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 provided that (iix) only 65% of the filing outstanding Equity Interests of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, (cA) cause each new any Foreign Subsidiary that is a direct Subsidiary of a Loan Party or (B) any Domestic Subsidiary to execute that is treated as a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary disregarded entity for U.S. federal income tax purposes and owns any that has no material assets other than Equity Interests of another Subsidiary one or more Foreign Subsidiaries that are CFCs shall be required to be delivered pursuant to this clause (or at such time as such new i) and (y) the Equity Interests of any Subsidiary that is a Subsidiary of a Foreign Subsidiary shall not be required to be delivered pursuant to this clause (i), (ii) cause such new Wholly-Owned Subsidiary, if such Subsidiary is not a Foreign Subsidiary or a Domestic Subsidiary acquires any that is treated as a disregarded entity for U.S. federal income tax purposes and that has no material assets other than Equity Interests of another Subsidiary)one or more Foreign Subsidiaries that are CFCs, cause such new Subsidiary to (A) execute a joinder agreement agreements to the applicable Pledge Guarantee and the Security Agreement, substantially in the form forms annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary's jurisdiction in form and substance reasonably satisfactory to the Administrative Agentthereto, and (Biii) take all actions necessary or advisable in the reasonable opinion of the Administrative Agent or the Collateral Agent to cause the Lien Liens created by the applicable Pledge Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Lawlaw, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent, in each case, subject . (b) Promptly grant to the limitations set forth Collateral Agent, within 90 Business Days of the acquisition thereof or such longer period as the Administrative Agent may agree in clause its discretion, a security interest in and Mortgage on each Real Property owned in fee by any Loan Party that is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000, as additional security for the Secured Obligations (a) with respect unless the subject property is already mortgaged to Foreign Subsidiaries a third party to the extent permitted by Section 7.01). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and (e) deliver or cause to be delivered substance to the Administrative Agent and the Collateral Agent opinions and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens or other Liens reasonably acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage). Such Loan Party shall deliver to the Collateral Agent as a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each such Real Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto). (c) Notwithstanding the foregoing, (x) the Administrative Agent and shall not take a security interest in those assets as to which the Collateral Administrative Agent shall request regarding determine, in its reasonable discretion, that the validitycost of obtaining such Lien (including any mortgage, perfection and priority stamp, intangibles or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby and (y) Liens on Collateral required to be granted pursuant to this sentence; provided that Sections 5.11(c) Section 6.13 shall be subject to exceptions and limitations consistent with those set forth in the Security Documents as in effect on the Closing Date (d) shall not apply to any new Subsidiary that is an SPE, so long as any such new SPE shall not guarantee any other Indebtedness of the Company or its Subsidiariesextent appropriate in the applicable jurisdiction).

Additional Collateral; Additional Subsidiary Guarantors. (a) With respect to any person that is assets or becomes a Wholly-Owned Subsidiary of any Loan Party interest therein (other than assets or interests having immaterial value) acquired after the Closing Date, Date by the Company or any of its Subsidiaries that are intended to be subject to the Lien created by any of the Security Agreements but which are not so subject promptly (and in any event within 30 60 days after such person becomes a Subsidiary) the acquisition thereof): (ai) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Pledge Security Agreements or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Administrative Agent, for its benefit and for the benefit of the other Secured PartiesLenders, a Lien on the Equity Interests of such new Subsidiary assets (or, in the case of any Foreign Subsidiary, Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of or such Subsidiary) subject to no Liens other than Permitted Liensinterest therein), (bii) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Pledge Agreement in accordance with all applicable Requirements Laws, including, without limitation, the filing of Lawfinancing statements in such jurisdictions as may be requested by the Administrative Agent, including (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) the delivery and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Administrative Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent surveys, title insurance and flood insurance reasonably satisfactory to the Administrative Agent. (b) With respect to any Person that, subsequent to the Closing Date, becomes a Domestic Subsidiary (other than an Immaterial Subsidiary), promptly upon the request of the certificatesAdministrative Agent: (i) execute and deliver to the Administrative Agent, if any, representing all for the benefit of the Lenders, a new pledge agreement, or such amendments to the Guaranty and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Equity Interests Interest of such Subsidiary which is owned by a Loan Party the Borrower or any of its Subsidiaries, (or, in ii) deliver to the case of any Foreign Subsidiary, Administrative Agent the certificates representing such Equity Interests representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary)Interest, 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 Borrower or such Equity InterestsSubsidiary, and (ii) as the filing of financing statements in such jurisdictions as case may be reasonably requested by the Administrative Agentbe, (ciii) cause each new Subsidiary that is a Domestic Subsidiary to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, (d) in the event such new Subsidiary is a Domestic Subsidiary and owns any Equity Interests of another Subsidiary (or at such time as such new Subsidiary that is a Domestic Subsidiary acquires any Equity Interests of another Subsidiary), cause such new Subsidiary to (A) execute to become a joinder agreement party to the applicable Pledge Agreement, substantially Guaranty and Collateral Agreement or to a new security agreement in each case pursuant to an annex to the form annexed thereto or, in the case of a Foreign Subsidiary, execute a pledge agreement compatible with the laws of such Foreign Subsidiary's jurisdiction Guaranty and Collateral Agreement which is in form and substance reasonably satisfactory to the Administrative Agent, 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 Pledge Guaranty and Collateral Agreement or such security agreement, to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent, in each case, subject to the limitations set forth in clause (a) with respect to Foreign Subsidiaries and (eiv) deliver or cause to be delivered to the Administrative Agent legal opinions and/or certificates of a Responsible Officer relating to the matters described in clauses (i), (ii) and (iii) immediately preceding, which opinions and certificates shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any Person that subsequent to the Closing Date becomes a Foreign Subsidiary (other than a Foreign Subsidiary owned by another Foreign Subsidiary), promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent a foreign stock pledge agreement, or such amendments to the Guaranty and Collateral Agreement as the Administrative Agent opinions shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on 65% of the Equity Interest of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificate or certificates representing 65% of the Equity Interest of such Foreign Subsidiary, together with, if required by such foreign stock pledge agreement, undated stock powers for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (iii) complete such other actions as are necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created by such foreign stock pledge agreement and (iv) cause the delivery of the executed legal opinion of special foreign counsel with respect to such foreign stock pledge agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall request regarding the validity, perfection and priority of the Liens on Collateral pursuant to this sentence; provided that Sections 5.11(c) and (d) shall not apply to any new Subsidiary that is an SPE, so long as any such new SPE shall not guarantee any other Indebtedness of the Company or its SubsidiariesAgent.