Common use of Additional Collateral Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Additional Collateral. (a) Subject to the limitations in the proviso to the second sentence of Article V hereof and the last sentence of this Section 6.09(a), should the Borrower or any of the other Credit Parties acquire or construct any additional Major Asset after the Closing Date in accordance with, and as permitted by, the terms of this Agreement, the Borrower will, or will cause such other Credit Party to, grant to the Administrative Agent as security for the Lender Indebtedness and the obligations of the Credit Parties under the Loan Documents a first-priority Lien (subject only to Permitted Encumbrances) on the Borrower’s or such Credit Party’s interest in any such assets not already subject to a Lien under the Security Instruments, which Lien will be created and perfected by and in accordance with the provisions of the Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Subject to the limitations in the proviso to the second sentence of Article V hereof and the last sentence of this Section 6.09(a), the Borrower shall, or shall cause each applicable Credit Party to, promptly following the acquisition or construction of any additional Major Asset in accordance with, and as permitted by, the terms of this Agreement, notify the Administrative Agent in writing of such acquisition or construction and, by the applicable date required by the last sentence of this Section 6.09(a), supply the Administrative Agent with property descriptions on all such newly-acquired or constructed assets and shall, by the applicable date required by the last sentence of this Section 6.09(a), execute and deliver additional or supplemental Mortgages covering same as collateral security for the Lender Indebtedness and the obligations of the Credit Parties under the Loan Documents. Notwithstanding anything to the contrary contained herein, after the Closing Date, the requirement to supply property descriptions for, execute and deliver additional or supplemental Mortgages with respect to, and/or grant and perfect Liens in any assets that necessitate the filing of a Mortgage (or comparable document) to create or perfect a Lien therein, pursuant to this Section 6.09(a) or any other provision of any Loan Document shall be satisfied and consummated, as applicable, semi-annually on April 30 and October 31 of each year for all Property acquired on or before the date that is not less than 45 days before such semi-annual date (and if such Property is acquired less than 45 days before such semi-annual date, such requirement shall be satisfied and consummated on the next following semi-annual date), commencing October 31, 2007. (b) Concurrently with the granting of the Lien or other action referred to in Section 6.09(a) above, upon the reasonable request of the Administrative Agent, the Borrower will provide to the Administrative Agent title information (including, without limitation, to the extent reasonably required by the Administrative Agent in consultation with the Borrower, acceptable title insurance policies, surveys and appraisals) in form and substance reasonably satisfactory to the Administrative Agent with respect to the Credit Party’s interests in such Properties. (c) With respect to any Capital Stock of any newly created new Material Subsidiary designated or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired defined as such after the Original Closing Date by in accordance with the terms of the definition thereof and the terms of this Agreement, the Borrower will, or any of its will cause the applicable Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectto, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Security Instruments as the Administrative Agent shall deem deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersLenders and Secured Affiliates, a Lien on perfected first priority security interest (subject only to Permitted Encumbrances) in the Equity Interests of such Capital Stocknew Material Subsidiary which is owned by the Borrower or a Pledging Subsidiary (except that a pledge of Equity Interests of a Foreign Subsidiary shall be limited to 65% of the total combined voting power of all classes of voting Equity Interests and 100% of all non-voting Equity Interests), (ii) deliver to the Administrative Agent the certificates representing such Equity Interests (as applicable), together with undated stock powers, in blank, executed and delivered by a Responsible Officer of such Credit Party or its general partner or other applicable governing entity, as the case may be, (iii) cause such new Material Subsidiary (other than a Foreign Subsidiary) (A) to become a party to the Guaranty and Collateral Agreement and (B) to take all such actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock grant to the Administrative Agent together for the benefit of the Lenders and Secured Affiliates, a perfected first priority security interest (subject only to Permitted Encumbrances) in such Material Subsidiary’s (other than a Foreign Subsidiary’s) right, title and interest in the Collateral (as such term is defined and described in the Guaranty and Collateral Agreement) with undated stock powers executed respect to such new Material Subsidiary, including, without limitation, authorizing (to the extent not previously authorized) the Administrative Agent to file UCC financing statements in blank thereforsuch jurisdictions as may be required by the Guaranty and Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent, and (iiiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (d) Without limiting the foregoing, concurrently with the delivery of any new Mortgage in accordance with Section 6.09(a) which is to be recorded in any jurisdiction outside the State of Texas, upon the reasonable request of the Administrative Agent, the Borrower shall not be required to grant will provide to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver an opinion addressed to the Administrative Agent legal opinions relating to for the matters described in clause (i) immediately preceding, which opinions shall be benefit of the Lenders in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent from local counsel reasonably acceptable to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreementstating that such Mortgage is valid, binding and no more than 65% of the Capital Stock of or equity interests enforceable in any Foreign Subsidiary of the Borrower or any of accordance with its Subsidiaries if more than 65% of the assets of terms and in legally sufficient form for recording in such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderjurisdiction.

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

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

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

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

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

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

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

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

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

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

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

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

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

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after On the Original Closing Date date hereof, the Borrower has deposited $5,000,000 (the “Additional Collateral”) in an account held by the Borrower or any of its Subsidiaries that is intended to Administrative Agent (the “Additional Collateral Account”) which shall be subject to held as additional cash collateral for the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver Loan Obligations. The Sunrise Parties hereby grant to the Administrative Agent such amendments for itself and on behalf of the Lenders a security interest in all rights of the Sunrise Parties in and to the relevant Pledge Agreements Additional Collateral Account and all sums on deposit therein as additional security for the Loan Obligations. All sums deposited in the Additional Collateral Account shall be released and applied in accordance with the terms of this Section 10. The credit balance in the Additional Collateral Account shall not constitute trust funds and may be commingled with the general funds of the Administrative Agent. To the extent that any sums on deposit in the Additional Collateral Account are held in a time deposit account and are withdrawn from the Additional Collateral Account prior to the maturity of any time deposit, whether at the direction of a Borrower Party or by the Administrative Agent in connection with the exercise by the Administrative Agent of the Administrative Agent’s rights and remedies hereunder, neither the Administrative Agent nor the Lenders shall be liable for any interest forfeited or otherwise foregone by the Sunrise Parties as the result of such other documents as withdrawal. Any income from such investments will be deposited to, and become a portion of, the Additional Collateral Account. The Administrative Agent shall have sole dominion and control over the Additional Collateral Account. (b) Upon fifteen (15) Business Days’ prior written notice to the Administrative Agent, the Borrower may elect to substitute the Additional Collateral for an Additional Collateral Letter of Credit in the amount of the Additional Collateral then being held in the Additional Collateral Account and the Borrower shall pay to the Administrative Agent all of the Administrative Agent’s reasonable out-of-pocket costs and expenses in connection therewith. Neither Borrower nor the applicant/obligor under the applicable Letter of Credit shall be entitled to draw upon any such Letter of Credit. Within two (2) Business Days of the Administrative Agent’s receipt of such an Additional Collateral Letter of Credit, the Administrative Agent shall deem necessary return the Additional Collateral to the Borrower pursuant to written instructions delivered by the Borrower. As used herein, “Additional Collateral Letter of Credit” shall mean an irrevocable and unconditional letter of credit (and any renewals, replacements and amendments thereof), issued by (i) KeyBank National Association or advisable to grant (ii) an issuer whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by S&P, Xxxxx’x or Fitch, or which is otherwise reasonably acceptable to the Administrative Agent, for the account of SSLII or the Borrower to and for the benefit of the LendersAdministrative Agent, which shall (a) be expressly transferable and assignable one or more times (and shall provide that any fees required to be paid in connection with a Lien on such Capital Stocktransfer or assignment shall be paid by SSLII or the Borrower and not the Administrative Agent), (iib) take all actions necessary or advisable be payable at sight upon presentment to cause such Lien to be duly perfected in accordance with all applicable Requirements a New York, New York area branch of Law, including delivering all such original certificates evidencing such Capital Stock to the issuer of a sight draft accompanied by a signed statement that the Administrative Agent together with undated stock powers executed is permitted to draw on said letter of credit pursuant to the terms of the Loan Agreement, (c) permit the Administrative Agent to make multiple draws at the Administrative Agent’s election, (d) have an expiration date no earlier than one (1) year from the date of issuance and provide that it shall automatically be renewed from year to year without further action on the part of any Person unless the issuer thereof notifies the Administrative Agent in blank thereforwriting no less than forty- five (45) days prior to the expiration date, and (iiie) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be otherwise in form and substance, and from counsel, content reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

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

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

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

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

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

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

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

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

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

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

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary assets (or any newly issued Capital Stock of any existing Subsidiary interest therein) acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (including, without limitation, any assets described in paragraph (b) or (c) of this subsection and any assets (including any Contracts or any rights to or under any Contracts) required to be so subjected pursuant to subsection 8.6(a) or 8.6(b)), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets (or such interest therein), (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required Agent and (iv) if any such assets are rights to grant any Contracts obtain and deliver to the Administrative Agent a Lien upon an Assignment and Consent executed by DirecTv, Inc. and the Capital Stock of any Immaterial SubsidiaryNRTC. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Subsidiary, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and Collateral Agreement and, if applicable, an Assignment and Consent, in each case pursuant to an annex to the Guarantee and Collateral Agreement or otherwise pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement and, if applicable, an Assignment and Consent, to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent or Agent, (iv) if reasonably requested by the Required LendersAdministrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding Agent and (iv) obtain and deliver to the foregoingAdministrative Agent an Assignment and Consent executed by DirecTv, no Immaterial Subsidiary or Foreign Subsidiary of Inc. and the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge AgreementNRTC, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderapplicable.

Additional Collateral. (a) With respect to If any Capital Stock of material assets (including any newly created or Real Property located in the United States) are acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries Subsidiary that is intended to be a Loan Party after the Closing Date (other than assets constituting Collateral under any Collateral Document that become subject to the Lien created by any in favor of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to upon acquisition thereof), the relevant Pledge Agreements or such other documents as Borrower will notify the Administrative Agent shall deem necessary or advisable to grant to and the Administrative AgentLenders thereof, for the benefit of the Lendersand, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver the Loan Parties, as applicable, will cause such assets to be subjected to a Lien securing the Secured Obligations in accordance with and subject to the terms of the Collateral Documents and will take, and cause its Subsidiaries that are Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent legal opinions relating to grant and perfect such Liens, including actions described in Section 6.16, all at the expense of the applicable Loan Party. All such after-acquired assets (and any assets of a Guarantor joined hereto pursuant to Section 6.11) of a Debtor shall automatically be subject to fully perfected first priority Liens (subject, in the case of ABL Priority Collateral, to the matters priority set forth in the Intercreditor Agreement) on, and security interest in, all right, title and interest of the Loan Parties, pursuant to and as described in clauses (i) Section 6.20 and (ii) immediately precedingthe Interim Order or the Final Order, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryas applicable. (b) With respect Each Debtor will cause 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and each Foreign Subsidiary (other than Xxxxx Xxxxxx, S.A. de C.V.) directly owned by the Borrower or any domestic Subsidiary, to any Person that, subsequent be subject at all times to a perfected Lien (junior in priority only to the Original Closing Date, becomes a direct or indirect Subsidiary Liens securing the ABL Obligations to the extent provided in the Intercreditor Agreement) in favor of the Borrower, promptly Collateral Agent pursuant to the terms and conditions of the US Collateral Documents as the Collateral Agent shall reasonably request. (c) Each Netherlands Loan Guarantor will cause 100% of the issued and in any event within 30 days after such Person becomes a Subsidiary): outstanding Equity Interests of (i) cause such new Subsidiary to become a party to each of its Subsidiaries that is organized under the Subsidiary Pledge Agreement and laws of the Subsidiary Guarantee Netherlands and (ii) if requested by each of its direct Subsidiaries that is not organized under the Administrative Agent or laws of the Required Lenders, deliver Netherlands to be subject at all times to a perfected Lien (junior in priority only to the Administrative Agent legal opinions relating Liens securing the ABL Obligations to the matters described extent provided in clause the Intercreditor Agreement) in favor of the Collateral Agent pursuant to the terms and conditions of the Netherlands Collateral Documents (or in the case of (ii) above, similar terms and conditions) as the Collateral Agent shall reasonably request. (d) Each Mexico Loan Guarantor will, within the time frame required therefor by Section 5.23 and at all times thereafter, cause 100% of the issued and outstanding Equity Interests of (i) immediately preceding, which opinions shall each of its Subsidiaries that is organized under the laws of Mexico and (ii) each of its direct Subsidiaries that is not organized under the laws of Mexico to be subject at all times to a perfected Lien (junior in form and substance, and from counsel, reasonably satisfactory priority only to the Administrative Agent. Notwithstanding Liens securing the foregoing, no Immaterial Subsidiary or Foreign Subsidiary ABL Obligations to the extent provided in the Intercreditor Agreement) (it being understood that the existence of the Borrower Netherlands Intercompany Pledge shall not be required construed to execute a Subsidiary Guarantee cause this requirement not to be satisfied so long as the Netherlands Intercompany Pledge remains at all times subject to the Netherlands Subordination Agreement) in favor of the Collateral Agent pursuant to the terms and conditions of the Mexico Collateral Documents (or Subsidiary Pledge Agreementin the case of (ii) above, similar terms and no more than 65conditions) as the Collateral Agent shall reasonably request. (e) Each Portugal Loan Guarantor will cause 100% of the Capital Stock issued and outstanding Equity Interests of or equity interests in any Foreign Subsidiary of the Borrower or any (i) each of its Subsidiaries if more than 65% that is organized under the laws of Portugal and (ii) each of its direct Subsidiaries that is not organized under the laws of Portugal to be subject at all times to a perfected Lien (junior in priority only to the Liens securing the ABL Obligations to the extent provided in the Intercreditor Agreement) in favor of the assets Collateral Agent, acting for itself and on behalf and for the benefit of such Subsidiary are securities the remaining Senior Credit Parties, pursuant to the terms and conditions of foreign companies the Portugal Collateral Documents (such determination to be made on or in the basis case of fair market value)(ii) above, similar terms and conditions) as the Collateral Agent shall be required to be pledged hereunderreasonably request.

Additional Collateral. (a) With respect to any Person (other than a Domestic Subsidiary formed for the sole purpose of holding the Capital Stock of any newly created one or acquired Subsidiary or any newly issued Capital Stock more of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject Company's Foreign Subsidiaries) that, subsequent to the Lien created by any Closing Date, becomes a Domestic Subsidiary which is a Material Subsidiary, promptly upon the request of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): Administrative Agent: (i) execute and deliver to the Documentation Agent, for the benefit of the Lenders, such supplements to the Collateral Agreement as the Administrative Agent shall deem necessary or advisable to (A) cause such Subsidiary to become a Subsidiary Guarantor and (B) grant to the Documentation Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries, (ii) deliver to the Documentation Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or such Subsidiary, as the case may be, (iii) cause such new Subsidiary to take all actions necessary or advisable to cause the Lien created by the Collateral Agreement to be duly perfected in accordance with all applicable Requirements of Law and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (b) With respect to any Person that, subsequent to the Closing Date, becomes a Foreign Subsidiary and which has Capital Stock which is owned directly by the Company or a Domestic Subsidiary which is a Material Subsidiary, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Documentation Agent a new Foreign Pledge Agreement or such amendments to the relevant Foreign Pledge Agreements or such other documents Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Documentation Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned directly by the Company or any of its Domestic Subsidiaries (PROVIDED that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged if the pledge of more than such amount would be reasonably likely to cause adverse tax consequences), (ii) to the extent reasonably deemed advisable by the Administrative Agent, deliver to the Administrative Agent any certificates representing such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Company or such Subsidiary, as the case may be, (iii) take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iiiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and through (iiiii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Each Foreign Borrower hereby covenants and agrees that it shall not be required take any action or fail to grant to the Administrative Agent take any action which would constitute a Lien upon the Capital Stock Default or Event of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged Default hereunder.

Additional Collateral. The Borrower shall deliver to the Agent not later than thirty (a30) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired days after the Original Closing Date date of Amendment No. 2 (i) the duly executed Mortgages in recordable form sufficient to create in favor of the Agent a first priority Lien on the real property described therein which real property is described on Schedule 4.4 attached hereto, (ii) Assignments of Lease pursuant to which the Borrower, Parent or Subsidiary, party to each lease covered thereby, assign to the Agent all of its interest in such lease to the extent assignable, and (iii) applications, together with motor vehicle titles, pursuant to which a Lien in favor of the Agent is to be recorded on each such title, covering each motor vehicle owned by the Borrower or any of its Subsidiaries that is intended and currently titled in the name of Borrower or any Subsidiary. The Borrower shall use commercially reasonable efforts to cause any vehicle owned by Borrower or any of its Subsidiaries, but not titled in the name of Borrower or any of its Subsidiaries, to be subject titled in the correct entity's name as promptly as practicable, and to deliver applications, together with motor vehicle titles, pursuant to which a Lien in favor of the Agent is to be recorded on each such title within 30 days following the receipt of title in the correct entity's name. In addition, Borrower and its Subsidiaries shall use commercially reasonable efforts to obtain from each landlord party to the Lien created leases described in the Assignment of Leases a landlord waiver and consent in form reasonably acceptable to the Agent. Neither the Borrower nor any Subsidiary shall be entitled to renew any lease identified on Schedule 4.4 attached hereto as to which there has not been delivered to the Agent an Assignment of Lease and a landlord waiver and consent acceptable to the Agent. Section 8.1 is hereby amended by any of the Pledge Agreements but adding new subsections (h), (i), (j) and (k) thereto which is not so subject, promptly subsections shall read as follows: (and in any event h) within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit end of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenderseach calendar month, deliver to the Administrative Agent legal opinions relating to and each Lender a consolidated balance sheet of the matters described in clauses Parent and its Subsidiaries as at the end of such month and the related consolidated statement of income for such month and for the period from the beginning of the then current Fiscal Year through the end of such month; (i) and (ii) immediately precedingcommencing September 15, which opinions shall be 2000, within 5 days after the end of each week a report as to the amount of Consolidated Revenues for such week in form and substance, and from counsel, reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding ; (j) prior to September 15, 2000, provide copies of the foregoing, the Borrower shall not be required to grant Flash Reports used by management promptly after receipt by management; and (k) on or before Thursday of each week deliver to the Administrative Agent a Lien upon projected cash flow forecast for the Capital Stock next following period of any Immaterial Subsidiaryeight consecutive weeks and not later than Monday of each week a variance report showing the variance from the prior week's period forecast of projected cash flow." (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such A new Subsidiary Section 8.21 is hereby added to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, Article VIII which opinions section shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.read as follows:

Additional Collateral. Unless the Collateral Release Date shall have occurred: (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Initial Closing Date by the Borrower or any of its Subsidiaries Subsidiary Guarantor that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in subsection 7.10 or paragraph (b), (c) or (d) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Trustee a Lien on such Capital Stockassets, (ii) take all actions reasonably deemed necessary or advisable by the Administrative Agent to cause such Lien to be duly perfected (to the extent contemplated therein and in the other Loan Documents) in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together (it being agreed that no action shall be required pursuant to this clause (ii) to perfect a Lien (1) in assets that would not constitute UCC Filing Collateral or (2) in assets constituting UCC Filing Collateral if such perfection relates to assets with undated stock powers executed in blank thereforan aggregate book value of less than $1,000,000), and (iii) with respect to assets constituting UCC Filing Collateral with a book value in excess of $1,000,000 that are perfected under the laws of any jurisdiction, if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Initial Closing Date, becomes a direct or indirect Subsidiary Domestic Subsidiary, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Administrative Agent: (i) execute and deliver to the Trustee a new pledge agreement or such amendments to the relevant Pledge Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Trustee a Lien on the Capital Stock of such Domestic Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Trustee the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Domestic Subsidiary, as the case may be, (iii) cause such new Domestic Subsidiary (A) to become a party to the Subsidiary Pledge Agreement Subsidiaries Guarantee and the Subsidiary Guarantee Subsidiaries Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (iiB) to take all actions reasonably deemed necessary or advisable by the Administrative Agent to cause the Lien created by the Subsidiaries Security Agreement to be duly perfected (to the extent contemplated therein and in the other Loan Documents) in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent (it being agreed that no action shall be required pursuant to this clause (iii) to perfect a Lien in assets that would not constitute UCC Filing Collateral or in assets constituting UCC Filing Collateral if such perfection relates to assets with an aggregate book value of less than $1,000,000) and (iv) with respect to assets of any such Domestic Subsidiary with a book 81 75 value in excess of $1,000,000 that are perfected under the laws of any jurisdiction, if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (c) With respect to any Person that, subsequent to the foregoingInitial Closing Date, no Immaterial Subsidiary or becomes a Foreign Subsidiary with a net worth in excess of $10,000,000, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Trustee a new pledge agreement or such amendments to the relevant Pledge Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Trustee a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests any such Subsidiary be required to be so pledged) and (ii) deliver to the Trustee any certificates representing such Capital Stock, together with undated stock powers executed and delivered in any Foreign Subsidiary blank by a duly authorized officer of the Borrower or any of its Subsidiaries if more than 65% such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the assets jurisdiction of organization of such Foreign Subsidiary are securities as may be necessary or advisable to perfect such Lien on such Capital Stock. (d) If the Borrower or any Subsidiary Guarantor shall acquire any Investment Securities (other than Investment Securities of foreign companies any issuer aggregating less than $10,000,000) prior to the Collateral Release Date, such Loan Party shall deliver certificates representing such Investment Securities to the Corporate Trustee or its agent or custodian (or otherwise "transfer" such determination Investment Security (within the meaning of the applicable uniform commercial code) to the Corporate Trustee or its agent or custodian), together with, when necessary or appropriate, undated powers as provided in Section 2(b) of the Pledge Agreement, to be made on held by the basis Corporate Trustee (or its agent or custodian) as Pledged Securities, subject to the terms of fair market value)the Pledge Agreement, shall be required to be pledged hereunderas collateral security for the Secured Obligations.

Additional Collateral. (a) With respect to any It is the intention of the parties hereto that the Obligations and guarantees thereof be secured by a perfected first priority security interest in the following properties of the Borrower and its Subsidiaries (other than the Persons listed on Schedule 1.1(d)): (i) Oil and Gas Properties representing at least 75% of the present value of the Oil and Gas Properties included in the most recently delivered Reserve Report, (ii) all of the gathering system assets, (iii) all accounts receivable, equipment, inventory, and intangibles and (iv) all of the Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary the Borrower and its Subsidiaries. Accordingly, with respect to assets acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in paragraph (b) of this subsection), promptly the Borrower and its Subsidiaries shall, from time to time (and and, in any event event, (x) within 30 days after the acquisition thereof): reasonable request by the Administrative Agent to do so and (iy) with respect to Oil and Gas Properties, only to the extent necessary to ensure compliance with subsection 7.11), (A) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (iiB) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent, and (C) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (A) and (B) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (b) With respect to any Person that, subsequent to the Closing Date, becomes a Subsidiary of the Borrower, promptly upon the request of the Administrative Agent: (i) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions reasonably necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such original jurisdictions as may be reasonably requested by the Administrative Agent, (ii) cause the Capital Stock of such Person owned by the Borrower and any Subsidiary to be pledged to the Administrative Agent, for the ratable benefit of the Lenders, pursuant to documentation reasonably satisfactory to the Administrative Agent, and take all actions reasonably necessary or advisable to cause the Lien thereon to be duly perfected in accordance with all applicable Requirements of Law, and deliver the certificates evidencing representing such Capital Stock to the Administrative Agent Agent, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Borrower or such Subsidiary, as the case may be and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (bc) With respect to any Person that, subsequent to Oil and Gas Property acquired after the Original Closing Date, becomes a direct Date by the Borrower or indirect Subsidiary of the Borrowerany Subsidiary, promptly (and in any event within 30 days after such Person becomes a Subsidiary): the acquisition thereof) but only to the extent required to maintain compliance with subsection 7.11: (i) execute and deliver to the Administrative Agent such amendments to the relevant Security Documents or such other documents as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Oil and Gas Property; (ii) take all actions reasonably necessary or advisable to cause such new Subsidiary Lien to become a party to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the Subsidiary Pledge Agreement and filing of mortgages, deeds of trust or like documents or financing statements in such jurisdictions as may be requested by the Subsidiary Guarantee Administrative Agent; and (iiiii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets (other than assets having a de minimis value) acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (y) any assets described in paragraph (b) or (c) of this subsection 7.10 and (z) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) if requested by the Lender, execute and deliver to the Administrative Agent Lender such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall Lender may deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a Lien on such Capital Stockassets, (ii) if requested by the Lender, take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforLender, and (iii) if requested by the Administrative Agent or the Required LendersLender, deliver to the Administrative Agent Lender legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiaryLender. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the BorrowerSubsidiary, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to a Subsidiaries Security Agreement pursuant to documentation which is in form and substance satisfactory to the Subsidiary Pledge Agreement and the Subsidiary Guarantee Lender and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent Lender legal opinions relating to due authorization, execution, delivery of such Subsidiaries Security Agreement by such new Subsidiary and the matters described in clause (i) immediately precedingenforceability against it of such Subsidiaries Security Agreement, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding Lender. (c) With respect to any Person that, subsequent to the foregoingClosing Date, no Immaterial becomes a Subsidiary, promptly (i) cause such new Subsidiary to become a party to a Subsidiaries Guarantee pursuant to documentation which is in form and substance satisfactory to the Lender and (ii) deliver to the Lender legal opinions relating to due authorization, execution, delivery of such Subsidiaries Guarantee by such new Subsidiary and the enforceability against it of such Subsidiaries Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. (d) With respect to any Person that, subsequent to the Closing Date, becomes a Subsidiary, promptly cause such new Subsidiary to (i) execute and deliver to the Lender a new stock pledge agreement or Foreign Subsidiary such amendments to the relevant Stock Pledge Agreement as the Lender shall deem necessary or reasonably advisable to grant to the Lender, for the benefit of the Borrower shall be required to execute Lender, a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of Lien on the Capital Stock of or equity interests in any Foreign such Subsidiary of which is owned by the Borrower or any of its Subsidiaries if more than 65% Subsidiaries, (ii) deliver to the Lender the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the assets of Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary are securities of foreign companies (such determination to take all actions necessary or advisable to cause the Lien created by the relevant Subsidiary Security Agreement to be made on duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the basis filing of fair market value), shall financing statements in such jurisdictions as may be required requested by the Lender and (iv) deliver to be pledged hereunder.the Lender legal opinions relating to the matters described in clauses

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

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

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

Additional Collateral. (a) With Subject to this Section 5.8, with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary property acquired after the Original Closing Date by the Borrower or any of its Subsidiaries Debtor that is intended to be subject to the Lien created by any of the Pledge Agreements Security Documents or the Final Order but which is not so subjectsubject (but in any event excluding any assets described in the last sentence of paragraph (b) of this Section 5.8), the Borrower shall promptly give written notice of the same to the Administrative Agent and, if requested by the Administrative Agent or the Required Lenders, the Debtors shall promptly (and in any event within 30 ten (10) days after following written the acquisition thereof): request by the Administrative Agent or the Required Lenders) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent or the Required Lenders shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a Lien on such Capital Stockproperty having the priority specified in the Final Order, and (ii) to the extent not already created and/or perfected, take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Document or the Final Order and not already perfected in accordance with all applicable Requirements of Law, including delivering all the filing of financing statements in such original certificates evidencing jurisdictions as may be reasonably requested by the Administrative Agent or the Required Lenders. The Debtors shall otherwise take such Capital Stock actions and execute and/or deliver to the Administrative Agent together with undated stock powers executed in blank thereforsuch documents as the Administrative Agent or the Required Lenders shall reasonably require to confirm the validity, perfection and priority of the Lien under the Final Order or the Security Documents against such after-acquired properties. (iiib) With respect to any Person that is or becomes a Subsidiary after the Closing Date, the Borrower shall promptly give written notice of the same to the Administrative Agent and, if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions Debtors shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 ten (10) days after following written the request by the Administrative Agent or the Required Lenders) (A) deliver to Administrative Agent the certificates, if any, representing all of the Equity Interests of such Person becomes Subsidiary that are owned by any Debtor, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a Subsidiary): duly authorized officer of such Debtor, and all intercompany notes owing from such Subsidiary to any Debtor together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Debtor, (iB) cause such new Subsidiary to the extent not already created and/or perfected, to take all actions reasonably necessary or advisable in the opinion of the Administrative Agent or the Required Lenders to cause the Lien created by the applicable Security Document to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Required Lenders, and (c) cause such new Subsidiary to become a party to the Subsidiary Pledge this Agreement as a “Debtor” and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder“Guarantor”.

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

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

Additional Collateral. (a) With respect The Company and the Guarantor shall use their best efforts to any Capital Stock of any newly created deliver or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended cause to be subject delivered to the Lien created by any of Collateral Agent the Pledge Agreements but which is not so subjectfollowing items on or before February 1, promptly (2002, and in any event within 30 days after shall deliver or cause to be delivered to the acquisition thereof): Collateral Agent the following items on or before the later of (a) February 23, 2002 or (b) the date that Company, the Guarantor and the holders of at least 66-2/3% in aggregate principal amount of outstanding Notes have entered into an amendment to this Note Agreement amending the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio to levels which are mutually satisfactory and which amendment may contain such other terms and conditions as may be required by the Purchasers: (i) execute a Subsidiary Guarantee and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative AgentSubsidiary Subordination Agreement executed by Kenwood Silver Company, for the benefit of the Lenders, a Lien on such Capital StockInc., (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be instruments in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingCollateral Agent pursuant to which Kenwood Silver Company, the Borrower Inc. shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver Security Documents granting to the Administrative Collateral Agent legal opinions relating a perfected first priority security interest in or pledge of all of its tangible and intangible assets (other than Deposit Accounts), (iii) Mortgages executed by Guarantor and any Subsidiary owning Mortgaged Property granting the Collateral Agent a mortgage Lien on all Mortgaged Property, (iv) fully paid mortgagee title insurance policies (or binding commitments to issue title insurance policies, marked to the matters described satisfaction of the Collateral Agent to evidence the form of such policies to be delivered with respect to the Mortgages) in clause (i) immediately precedingstandard ALTA form, which opinions shall be in form and substance, and from counsel, reasonably issued by a title insurance company satisfactory to the Administrative Agent. Notwithstanding Collateral Agent in an amount not less than the foregoing, no Immaterial Subsidiary or Foreign Subsidiary amount of the Borrower Mortgages (except as the Collateral Agent may otherwise agree), insuring the Mortgages to create valid Liens on the Mortgaged Property with no exceptions which the Collateral Agent shall be required not have approved in writing, (v) instrument surveys dated within sixty (60) days of delivery of all Mortgaged Property prepared by land surveyors acceptable to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, the Collateral Agent showing the courses and no more than 65% distances of all boundaries of the Capital Stock Mortgaged Property and the location of all improvements, fences, driveways, encroachments and easements affecting or equity interests appurtenant to the Mortgaged Property, with the surveys certified to the Collateral Agent and the title insurance company, (vi) a report from an independent real estate appraisal firm acceptable to the Collateral Agent certifying to the Collateral Agent the orderly liquidation value of Guarantor's main plant and knife plant in any Foreign Subsidiary Sherrill, New York and the main plant of Buffalo China, Inc. in Buffalo, New York, (vii) insurance certificates in form satisfactory to the Borrower Collateral Agent naming the Collateral Agent a loss payee or any of its Subsidiaries if more than 65% of mortgagee (as the case may be) with respect to the assets of Kenwood Silver Company, Inc. and the Mortgaged Property, and (viii) such Subsidiary are securities other instruments and documents as the Collateral Agent may reasonably request incidental to any of foreign companies (such determination the foregoing. Provided the Company, the Guarantor and the holders of at least 66-2/3% in aggregate principal amount of outstanding Notes have entered into a mutually acceptable amendment amending the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio, the Company and the Guarantor shall deliver or cause to be made delivered to the Collateral Agent the foregoing items as and when they become available, including, without limitation, Mortgages on each parcel comprising the basis Mortgaged Property without the necessity of fair market value)waiting until the title insurance policies, surveys and other required documents with respect to all Mortgaged Property shall be required become available. 10.6. Section 7.1(h) of the Note Agreement is amended to be pledged hereunder.read as follows:

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Tranche B Effective Date by the Borrower or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) or (c) of this subsection), promptly (and in any event within 30 45 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together (it being agreed that (A) no Mortgage shall be required to be executed and delivered with undated stock powers executed respect to any parcel of real property acquired after the Tranche B Effective Date unless the book value of such parcel of real property exceeds $1,000,000 and (B) no action shall be required pursuant to this clause (ii) to perfect a Lien (1) in blank thereforassets that would not constitute UCC Filing Collateral unless the book value of such assets is greater than $1,000,000 or (2) in assets constituting UCC Filing Collateral if such perfection relates to assets with an aggregate book value of less than $500,000), and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Tranche B Effective Date, becomes a direct or indirect Subsidiary (other than a Foreign Subsidiary), promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Pledge Agreement or Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement Subsidiaries Guarantee and the Subsidiary Guarantee Collateral Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by the Collateral Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (c) With respect to any Person that, subsequent to the foregoingTranche B Effective Date, no Immaterial Subsidiary or becomes a first tier Foreign Subsidiary Subsidiary, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the relevant Pledge Agreement or Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests any such Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in any Foreign Subsidiary blank by a duly authorized officer of the Borrower or any of its Subsidiaries if more than 65% such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the assets jurisdiction of organization of such Foreign Subsidiary are securities of foreign companies as may be necessary or advisable to perfect such Lien on such Capital Stock and (such determination iii) if requested by the Administrative Agent, deliver to be made on the basis of fair market value)Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to be pledged hereunderthe Administrative Agent."

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

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets, other than leasehold interests, acquired after the Original Closing Date by the Borrower Company or any of its Domestic Subsidiaries that is intended to be are not subject to the Lien Liens created by any of the Pledge Agreements but which is not so subjectSecurity Documents (other than any assets described in paragraph (b) or (c) of this Section), promptly (and in any event within 30 twenty days after the acquisition thereofthereof or, in the case of the execution and delivery of a Mortgage and the related documentation required below with respect to real property, within ninety days after the acquisition of such real property): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents (including the Mortgages) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of itself and the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of LawLaw as contemplated by such Security Documents, including delivering all the filing of financing statements in such original certificates evidencing such Capital Stock jurisdictions as may be requested by the Administrative Agent, (iii) in the case of a Mortgage, deliver to the Administrative Agent such surveys, policies and other documents as the Administrative Agent would have received pursuant to Sections 5.1(t), 5.1(u), 5.1(v) and 5.1(w) if the relevant parcel of real property has been subject to a Mortgage on the Closing Date, all in form and substance reasonably satisfactory to the Administrative Agent and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, satisfactory to the Administrative Agent. (b) With respect to any Person that, subsequent to the Closing Date, becomes a Subsidiary (other than a Foreign Subsidiary), promptly (and in any event within twenty days after such Person becomes a Subsidiary or, in the case of the execution and delivery of a Mortgage and the related documentation required below with respect to real property, within ninety days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent, for the benefit of itself and the Lenders, a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of itself and the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Company or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement pursuant to an annex to the Guarantee and Collateral Agreement which is in form and substance reasonably satisfactory to the Administrative Agent, (B) to execute and deliver a Mortgage with respect to any parcel of real property owned by it, (C) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement or any such Mortgage to be duly perfected in accordance with all applicable Requirements of Law as contemplated by such Security Documents, including the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (D) to execute and deliver such documents and certificates as the Administrative Agent or its counsel may request relating to the organization, existence and good standing of such Subsidiary, the authorization of the transactions contemplated hereby and by the other Loan Documents relating to such Subsidiary and any other legal matters relating to such Subsidiary and the Loan Documents to which it is or is to become a party (including, if requested by the Administrative Agent, satisfactory environmental reports or assessments with respect to each parcel of real property covered by a Mortgage), all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, (iv) in the case of a Mortgage, deliver to the Administrative Agent such surveys, policies and other documents as the Administrative Agent would have received pursuant to Sections 5.1(t), 5.1(u), 5.1(v) and 5.1(w) if the relevant parcel of real property has been subject to a Mortgage on the Closing Date, all in form and substance reasonably satisfactory to the Administrative Agent and (v) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any Person that, subsequent to the Closing Date, becomes a Foreign Subsidiary, promptly (and in any event within twenty days after such Person becomes a Foreign Subsidiary): (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of itself and the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. . (d) Notwithstanding anything to the foregoingcontrary contained in clauses (a) and (b) of this Section 7.10, the Borrower Company and its Subsidiaries shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause execute and deliver Mortgages and related documents pursuant to such new Subsidiary clauses unless (A) with respect to become a party particular parcel of real property, its fair market value exceeds $2,000,000, (B) with respect to parcels of real property as to which Mortgages are not required pursuant to clause (A) above, the Subsidiary Pledge Agreement and aggregate fair market value of all such parcels (including the Subsidiary Guarantee Norcross, Georgia property) exceeds $6,000,000, or (C) an Event of Default exists, and (ii) if requested by perfect the security interest of the Administrative Agent or the Required Lenderson vehicles by notation of such security interest on certificates of title, deliver to the Administrative Agent legal opinions relating to the matters described except as specified in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary Section 5.15 of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge and Collateral Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock new Subsidiary (other than any type of any newly Subsidiary referred to in the following parenthetical so long as it qualifies as such or is subject to the restrictions referred to therein) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Non-Recourse Subsidiary, Shell Subsidiary, Excluded Acquired Subsidiary or Regulated Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be subject required to the Lien created by any of the Pledge Agreements but which is not so subjectbecome Subsidiary Guarantors until such time), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a Lien on perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such Capital Stocknew Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary, and (ii) take all actions necessary or advisable any Collateral with respect to cause such Lien to be duly perfected new Subsidiary as described in accordance with all applicable Requirements of Lawthe Guarantee and Collateral Agreement, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iiib) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of -70- the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in clauses blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary, cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Capital Stock of any Immaterial Subsidiary. (b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. The Borrower shall (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after as soon as practicable following the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any effectiveness of the Pledge Agreements but which is not so subjectNinth Amendment, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver cause its relevant Subsidiary (or itself) to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to cause the Administrative Agent, for the benefit of the LendersSecured Parties, to have a Lien first priority perfected security interest in the property described on such Capital StockSchedule I to the Ninth Amendment (subject to Liens permitted hereunder), (ii) take all actions necessary cause each Foreign Subsidiary (including each Foreign Subsidiary acquired or advisable formed following the effectiveness of the Ninth Amendment), subject to cause exceptions agreed to by the Administrative Agent based on the value to the Secured Parties of any such Lien guaranty and the cost to be duly perfected in accordance with all applicable Requirements the Borrower and its Subsidiaries of Lawproviding such guaranty, including delivering all such original certificates evidencing such Capital Stock to execute and deliver to the Administrative Agent together a supplement to the Subsidiary Guaranty for the purpose of becoming a guarantor thereunder, which supplement shall be substantially in the form of Annex I attached to the Subsidiary Guaranty (with undated stock powers executed such modifications thereto as are necessary, in blank thereforthe reasonable judgment of the Administrative Agent, to cause the Subsidiary Guaranty to be the legal, valid, binding and enforceable obligation of such Subsidiary under all applicable laws), and (iii) if requested cause each such Subsidiary to cause the Administrative Agent, for the benefit of the Secured Parties, to have a first priority perfected security interest in all the property (real and personal, tangible and intangible) owned on the date of such effectiveness by such Subsidiary and (except to the extent theretofore provided to the Administrative Agent for the benefit of the Secured Parties) in all Capital Stock of such Subsidiary, in each case subject to Liens permitted hereunder and exceptions agreed to by the Administrative Agent or based on the Required Lendersvalue to the Secured Parties of any such security interest and the cost to the Borrower and its Subsidiaries of providing such security interest, and (b) cause each such Subsidiary to cause the Administrative Agent, for the benefit of the Secured Parties, to have a first priority security interest (subject to Liens permitted hereunder and exceptions agreed to by the Administrative Agent based on the value to the Secured Parties of any such security interest and the cost to the Borrower and its Subsidiaries of providing such security interest) in all the property (real and personal, tangible and intangible) owned from time to time after the date of such effectiveness by each such Subsidiary upon the acquisition of such property. The Borrower agrees to use its best efforts to fulfill its obligations under clause (a) of the immediately preceding sentence no later than December 31, 2001. In order to effect the terms of the first sentence of this Section, the Borrower and its Subsidiaries shall execute and deliver to the Administrative Agent such agreements, instruments and documents as it may reasonably request, including amendments and/or supplements to the Subsidiary Guaranty, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement, mortgages and/or deeds of trust, title insurance reports, financing statements and, in the Administrative Agent's reasonable discretion, legal opinions relating (including legal opinions with respect to collateral provided to the matters described Administrative Agent pursuant to the terms of Sections 3.5 and 3.6 of the Ninth Amendment), in clauses (i) and (ii) immediately preceding, which opinions shall be each case in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. If (ai) the Company exercises its right to make one or more Exchanged Engines subject to the Lien of this Mortgage, (ii) any such Exchanged Engine has fewer hours or cycles or less calendar time remaining to next expected major overhaul than the corresponding Released Engine (any such Exchanged Engine being referred to herein as a "Short Time Engine") and (iii) at any time thereafter two consecutive quarterly engine reports (prepared in accordance with Section 6.11 of the Indemnity Agreement) indicate that all of the Engines subject to the Lien of this Mortgage have on average less than 4,393 hours or less than 2,899 cycles remaining until the next expected major overhaul, then the Company shall, within five (5) Business Days following the due date of the second such quarterly engine report, comply with all of the following requirements: (1) With respect to any Capital Stock all such Short Time Engines, the Company shall furnish the Senior Trustee, if the Lien of the Senior Mortgage is then in effect, and the Security Trustee if the Lien of the Senior Mortgage is not then in effect, with a certificate of an independent appraiser selected by the Senior Trustee, if the Lien of the Senior Mortgage is then in effect, and the Security Trustee if the Lien of the Senior Mortgage is not then in effect, and reasonably satisfactory to Company certifying as to difference in value, if any, set forth in dollars, based on the difference in hours, cycles and calendar time since last shop visit, or since new, as applicable, as of the date of such exchange, between each such Short Time Engine and the corresponding Released Engine (the cumulative aggregate amount of any newly created or acquired Subsidiary or any newly issued Capital Stock and each such deficiency in value between a Short Time Engine and the corresponding Released Engine being referred to herein as the "Exchange Shortfall Amount"); and (2) If the independent appraiser's report prepared pursuant to Section 3.04(j)(1) hereof sets forth an Exchange Shortfall Amount, the Company shall provide the Senior Trustee, if the Lien of any existing Subsidiary acquired after the Original Closing Date by Senior Mortgage is then in effect, and the Borrower or any Security Trustee if the Lien of its Subsidiaries the Senior Mortgage is not then in effect, with a letter of credit that is intended to be subject in an amount equal to the Lien created by any Exchange Shortfall Amount and that otherwise meets all of the Pledge Agreements but which is not so subjectfollowing requirements (each such letter of credit, promptly (and in any event within 30 days after the acquisition thereof): a "Letter of Credit"): (i) execute Such Letter of Credit must be issued and deliver payable by a Pre-Approved Bank or another bank acceptable to the Administrative Agent such amendments Senior Trustee, if the Lien of the Senior Mortgage is then in effect, and the Security Trustee if the Lien of the Senior Mortgage is not then in effect, in its sole and absolute discretion and in substantially the form of Exhibit B or in another form and substance acceptable to the relevant Pledge Agreements Senior Trustee, if the Lien of the Senior Mortgage is then in effect, and the Security Trustee if the Lien of the Senior Mortgage is not then in effect, in its sole and absolute discretion, and, if not issued by a Pre-Approved Bank or such other documents as the Administrative Agent shall deem necessary or advisable to grant New York branch of a major international bank acceptable to the Administrative AgentSenior Trustee, for if the benefit Lien of the LendersSenior Mortgage is then in effect, and the Security Trustee if the Lien of the Senior Mortgage is not then in effect, in its sole and absolute discretion from time to time, will be confirmed by and payable at a Pre-Approved Bank or the New York branch of a major international bank acceptable to the Senior Trustee, if the Lien on such Capital Stockof the Senior Mortgage is then in effect, and the Security Trustee if the Lien of the Senior Mortgage is not then in effect, in its sole and absolute discretion from time to time, and shall remain in full force and effect and may be drawn down by the Senior Trustee, if the Lien of the Senior Mortgage is then in effect, and the Security Trustee if the Lien of the Senior Mortgage is not then in effect, upon demand at any time or times following the occurrence of an Event of Default until the Required LC Expiry Date. (ii) take all actions necessary Such Letter of Credit may have a validity period or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock periods ending prior to the Administrative Agent together with undated stock powers executed in blank thereforRequired LC Expiry Date, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses provided that (i) the Letter of Credit shall, in each case, be renewed, extended or reissued and delivered to the Security Trustee not later than sixty (60) days prior to its expiry; and (ii) immediately preceding, which opinions a Letter of Credit shall be remain in form and substance, and from counsel, reasonably satisfactory force at all times up to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiaryRequired LC Expiry Date. (biii) With If at any time while the Lien of this Mortgage remains in effect, and after the Lien of the Senior Mortgage shall have been discharged, the Security Trustee determines in its sole and absolute discretion that the current issuing or confirming bank for the Letter of Credit is no longer an acceptable issuing or confirming bank (whether by virtue of a material adverse change in its financial condition, a decrease in any credit rating of its long-term unsecured debt obligations or for any other reason) the Security Trustee shall notify the Company of such fact and the Company shall within five (5) Business Days after the date of such notice cause the Letter of Credit to be replaced by a Letter of Credit issued by a Pre-Approved Bank or another bank acceptable to the Security Trustee in its sole and absolute. Provided that no Special Default or Event of Default shall have occurred and is continuing, the Security Trustee shall release and return to the Company each such Letter of Credit held by the Security Trustee at such time as the Short Time Engine to which such Letter of Credit relates has completed a major overhaul. The proceeds of any drawing upon a Letter of Credit by the Security Trustee for any reason other than the occurrence of an Event of Default shall be held by the Security Trustee as cash collateral in accordance with Section 6.01 hereof. If the Company proposes to exercise its right to provide a Short Time Engine hereunder at any time when a Letter of Credit is in place with respect to any Person thata prior exercise of such right, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of Company shall provide the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters report described in clause (i1) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory above with respect to the Administrative Agent. Notwithstanding proposed exchange and, if such report shows a further Exchange Shortfall Amount, the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower Company shall be required comply with clause (2) above as a condition to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of making such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderexchange.

Additional Collateral. (a) With respect On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to any become a “Subsidiary Guarantor” under the Guarantee and Collateral Agreement, (ii) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to become a “Grantor” under each relevant Collateral Agreement, (iii) cause the Capital Stock of any newly created or acquired such Wholly Owned Subsidiary or any newly issued to be pledged pursuant to the relevant Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary, no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% of the outstanding shares of voting stock of such Subsidiary, and (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge) and (iv) except in the case of a Foreign Subsidiary or a Receivables Entity, take all steps required by the relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (b) If, as of any existing Collateral Date, any property of the Parent Borrower, any Subsidiary acquired Guarantor that is a “Grantor” under any Collateral Agreement or any Subsidiary that is required to become a “Grantor” pursuant to Section 5.11(a) (including any parcel of owned domestic real property having a fair market value in excess of $10,000,000 but excluding all other real property) is not already subject to a perfected first priority Lien (except as permitted by Section 6.3) in favor of the Administrative Agent or the Collateral Agent, as the case may be, the Parent Borrower will notify the Administrative Agent thereof, and, promptly after such Collateral Date, will cause such assets to become subject to a Lien under the relevant Security Documents and will take, and cause the relevant Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(b) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (c) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, after the Original Closing Date Release Date, no property other than Capital Stock shall be required to become Collateral. (d) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, the Administrative Agent and the Lenders shall not have Liens on (and shall, at the request and expense of the Parent Borrower, timely release any Liens on): (i) the assets transferred to a Receivables Entity and assets of such Receivables Entity, (ii) the Receivables and related assets (of the type specified in the definition of “Qualified Receivables Transaction” or “European Receivables Securitization”, as applicable) transferred, or in respect of which security interests are granted, pursuant to a Qualified Receivables Transaction or a European Receivables Securitization and (iii) if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such a Lien, the Capital Stock or debt (whether or not represented by promissory notes) of or issued by a Receivables Entity to the Parent Borrower or any of its Subsidiaries that is intended to be subject to the Lien created Subsidiaries, in each case in connection with a Qualified Receivables Transaction or a European Receivables Securitization, as applicable, permitted by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiarySection 6.6(c). (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

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

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

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

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary Assets (or any newly issued Capital Stock of any existing Subsidiary interest therein) acquired after the Original Closing Date by the any Borrower or any Subsidiary (other than the Excluded Subsidiaries) that are of its Subsidiaries that is intended to be subject to a type covered by the Lien created by any of the Pledge Agreements Loan Documents but which is are not so subject, promptly (and in any event within 30 thirty (30) days after the acquisition thereof): (i) execute and deliver deliver, or cause such Subsidiary (other than the Excluded Subsidiaries) to the Administrative Agent execute and deliver, to Bank such amendments to the relevant Pledge Agreements Loan Documents or such other documents as the Administrative Agent Bank shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Bank a Lien on such Capital StockAssets (or such interest therein), (ii) take all actions actions, or cause such Subsidiary (other than the Excluded Subsidiaries) to take all actions, necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements law, including, without limitation, the filing of Lawfinancing statements in such jurisdictions as may be requested by Bank, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required LendersBank, deliver to the Administrative Agent Bank legal opinions relating to the matters described in the immediately preceding clauses (i) and (ii) immediately preceding), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingBank, the Borrower shall not be and (iv) if requested by Bank, deliver to Bank evidence of insurance as required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryby Section 6.5. (b) With respect Without limiting the generality of Section 6.13(a), except as otherwise provided in Section 6.13(c), each Borrower shall pledge to any Person thatBank all of its right, subsequent title and interest in and to the Original Closing Date, becomes Capital Stock of each presently existing and hereafter acquired or formed Subsidiaries pursuant to a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Stock Pledge Agreement, and no more than such Borrower shall take such actions as Bank shall reasonably require to perfect its security interest in all such Capital Stock; provided that Borrowers shall not acquire or form any new Subsidiaries except as otherwise permitted under Section 7.8(b). (c) Notwithstanding Section 6.13(b), Borrowers shall only be required to pledge sixty-five percent (65% %) of the Capital Stock of or equity interests in the Excluded Subsidiaries (except with respect to any Foreign Excluded Subsidiary of that is treated as a disregarded entity under the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to I.R.C., Borrowers shall comply with Section 6.13(b) and this Section 6.13(c) shall not be made on the basis of fair market valueapplicable), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any It is the intention of the parties hereto that the Obligations and guarantees thereof be secured by a perfected first priority security interest in the following properties of the Borrower and the Eligible Guarantors (i) if the Total Reserve Value is less than $150,000,000, Oil and Gas Properties representing at least 85% of the PV-10 Value of the Oil and Gas Properties included in the most recently delivered Reserve Report, (ii) all of the gathering system assets, (iii) all accounts receivable, equipment, inventory, and intangibles and (iv) all of the Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary the Borrower and the Eligible Guarantors other than as set forth on Schedule 5.19. Accordingly, with respect to assets acquired after the Original Closing Effective Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in paragraph (b) of this subsection), promptly the Borrower and the Eligible Guarantors shall, from time to time (and and, in any event event, (x) within 30 days after the acquisition thereof): request by the Collateral Agent to do so and (iy) with respect to Oil and Gas Properties, only to the extent necessary to ensure compliance with subsection 7.11), (A) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Collateral Agent shall reasonably deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, a perfected, first priority Lien on such Capital Stockassets, (iiB) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Collateral Agent, and (C) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (A) and (B) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (b) With respect to any Person that, subsequent to the Effective Date, becomes a Subsidiary of the Borrower, promptly upon the request of the Collateral Agent: (i) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, pursuant to documentation which is in form and substance reasonably satisfactory to the Collateral Agent, and (B) to take all actions reasonably necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such original jurisdictions as may be reasonably requested by the Collateral Agent, (ii) cause the Capital Stock of such Person owned by the Borrower and any of the Eligible Guarantors to be pledged to the Collateral Agent, for the ratable benefit of the Lenders, pursuant to documentation reasonably satisfactory to the Collateral Agent, and take all actions reasonably necessary or advisable to cause the Lien thereon to be duly perfected in accordance with all applicable Requirements of Law, and deliver the certificates evidencing representing such Capital Stock to the Administrative Agent Collateral Agent, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Borrower or such Eligible Guarantors, as the case may be and (iii) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (bc) With respect to any Person that, subsequent to Oil and Gas Property acquired after the Original Closing Date, becomes a direct Effective Date by the Borrower or indirect Subsidiary of the Borrowerany Subsidiary, promptly (and in any event within 30 days after such Person becomes a Subsidiary): the acquisition thereof) but only to the extent required to maintain compliance with subsection 7.11: (i) execute and deliver to the Collateral Agent such amendments to the relevant Security Documents or such other documents as the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a Lien on such Oil and Gas Property; (ii) take all actions reasonably necessary or advisable to cause such new Subsidiary Lien to become a party to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the Subsidiary Pledge Agreement and filing of mortgages, deeds of trust or like documents or financing statements in such jurisdictions as may be requested by the Subsidiary Guarantee Collateral Agent; and (iiiii) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described in clause clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding . (d) To the foregoing, no Immaterial Subsidiary or Foreign Subsidiary extent that motor vehicles subject to certificate of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of title statutes owned by the Borrower or any of its Subsidiaries if more than 65% the Eligible Guarantors have an aggregate value exceeding $2,000,000, the Collateral Agent may request, and the Borrower shall, and shall cause the Eligible Guarantors to, within 30 days of such request deliver each certificates of title applicable to such motor vehicles, duly endorsed by the Borrower or any of the assets Eligible Guarantors to permit the Collateral Agent to note its Lien for the benefit of the Lenders on such Subsidiary are securities certificates of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereundertitle.

Additional Collateral. (a) With respect Each Loan Party hereby acknowledges, ratifies, restates and affirms to any Capital Stock Administrative Agent, each Co-Collateral Agent, each Lender, and each other Secured Party such Loan Party’s grant of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject a continuing security interest in and Lien on, and hereby grants (to the extent that such Loan Party has not previously granted a security interest in and Lien created by any on such Collateral pursuant to the Security Agreement) a security interest in and Lien on, all of the Pledge Agreements but which is not so subject, promptly (and Collateral in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the favor of Administrative Agent, for the benefit of Secured Parties, as security for the LendersObligations. Loan Parties hereby acknowledge, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, confirm and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses agree (i) that the Security Documents and any and all Collateral previously pledged to Administrative Agent, for the benefit of Secured Parties, pursuant thereto, shall continue to secure all applicable Obligations of Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents, as such Obligations have been amended pursuant to this Amendment, and (ii) immediately preceding, which opinions nothing herein shall be in form nor is it intended to (A) constitute a novation or accord and substance, and from counsel, reasonably satisfactory satisfaction with respect to the Loan Documents or (B) operate as a waiver of any right, power or remedy of Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiaryCo-Collateral Agent, any Lender or any other Secured Party under any Loan Document. (b) With respect From and after the Second Amendment Date, for good and valuable consideration, including Lenders’ agreement to any Person that, subsequent fund the initial Special Advance and subject to the Original Closing Dateterms hereof, becomes a direct or indirect Subsidiary the Collateral under (and as defined in) the Security Agreement shall be deemed to include, and the Security Agreement shall be deemed amended so that the term Collateral includes, all of the Borrowerfollowing types and items of Property of each Loan Party, promptly (whether now owned or hereafter created, acquired or arising, and in any event within 30 days after wherever located, to the extent that such Person becomes Loan Party has not previously granted a Subsidiary): security interest therein pursuant to the Security Agreement, and to secure the full and final payment and performance of all Obligations, and each Loan Party hereby grants to Administrative Agent, for the benefit of Secured Parties, a continuing security interest and Lien upon all such Property, as follows: (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement all Accounts, including all Pharmacy Receivables, all Credit Card Receivables, and the Subsidiary Guarantee other accounts and receivables, whether constituting Accounts or General Intangibles; (ii) if requested by the Administrative Agent or the Required Lendersall Chattel Paper, deliver including Electronic Chattel Paper; (iii) all Commercial Tort Claims, including those set forth in Schedule 2 to the Administrative Agent legal opinions relating to the matters described in clause this Amendment; (iiv) immediately precedingall Deposit Accounts, which opinions shall be in form all Securities Accounts and substanceall Commodity Accounts, together with all cash, Instruments, Commodity Contracts, and from counselother amounts and other Property at any time on deposit therein, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingcredited thereto or evidenced thereby; (v) all Documents; (vi) all General Intangibles, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreementincluding all Payment Intangibles, Intellectual Property, Pharmacy Scripts, and no more than 65% of related customer lists; (vii) all Goods, including all Inventory, Equipment, and all Fixtures; (viii) all Instruments; (ix) all Investment Property, including the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower Equity Interests described on Schedule 3 to this Amendment; (x) all Letter-of-Credit Rights; (xi) all Supporting Obligations; (xii) all cash proceeds received by a Loan Party or any of its Subsidiaries if more not in the Ordinary Course of Business (other than 65% from the issuance of Equity Interests, the incurrence of Debt, the disposition of Collateral or any insured casualty loss), including, without limitation, (i) foreign, United States, state or local tax refunds, (ii) pension plan reversions, (iii) judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, (iv) condemnation awards (and payments in lieu thereof), (v) indemnity payments and (vi) any adjustment received in connection with any purchase price in respect of an Acquisition; (xiii) all money, cash, Cash Investments and other Property at any time in the possession of, or under the control of, Administrative Agent, a Lender or another Secured Party, or a bailee, agent, correspondent or Affiliate of Administrative Agent, a Lender, or another Secured Party, including any Cash Collateral; (xiv) all Accessions to, substitutions for, and all replacements, products, and cash and non-cash Proceeds of any of the assets foregoing, including Proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage, or destruction of any Collateral (xv) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs, and computer records) pertaining to the foregoing; and (xvi) to the extent not set forth above, all other personal property of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderLoan Party.

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

Additional Collateral. (a) With respect to any Capital Stock of any newly created property or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by any Credit Party (including Aircraft and Engines acquired after the Borrower or Closing Date, but excluding any of its Subsidiaries that is intended to be property subject to a Lien expressly permitted by Section 9.3(j)) as to which the Lien created by any Administrative Agent, for the benefit of the Pledge Agreements but which is Lenders, will not so subject, promptly (and in any event within 30 days after the acquisition thereof): thereof have a perfected Lien, Holdings and its Domestic Subsidiaries agree to promptly (ix) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Guarantee and Collateral Agreement or such other documents Security Documents as the Administrative Agent shall deem necessary reasonably requests (including, in the case of Aircraft and/or Engines, security documents to be filed with the FAA or advisable other applicable Aviation Authority) in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property, (y) in the case of the acquisition of owned Aircraft after the Closing Date, cause to be delivered to the Administrative Agent a legal opinion in substantially the form of Exhibit H-3 and (z) take all actions reasonably requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on perfected security interest in such Capital Stockproperty having the priority required by the Guarantee and Collateral Agreement, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent (including, in the case of Aircraft and/or Engines, security documents to be filed with the FAA or other applicable Aviation Authority). (b) With respect to any fee interest in any real property acquired after the Closing Date by any Credit Party, Holdings shall promptly (i) cause each Credit Party which is the fee owner of such real property to execute and deliver a deed of trust, mortgage or similar document, in each case, in form and substance reasonably satisfactory to the Administrative Agent (each a “Mortgage”), in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) take all actions if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable to cause by the Administrative Agent in connection with such Lien to be duly perfected Mortgage, each of the foregoing in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock form and substance reasonably satisfactory to the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding In addition to the foregoing, Holdings shall (or shall cause the Borrower shall not be applicable Credit Party to), at the request of Required Lenders and at the sole cost and expense of the Credit Parties, deliver from time to time to Administrative Agent (i) such appraisals as are required by applicable law or regulation with respect to any real property which is subject to a Mortgage and (ii) Phase I and Phase II Environmental Site Assessment Reports with respect to any fee interest in any real property acquired by a Credit Party. (c) With respect to any new Domestic Subsidiary created or acquired by any Credit Party after the Closing Date, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Domestic Subsidiary that is owned by any Credit Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Credit Party, (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably deemed necessary or advisable by the Administrative Agent to grant to the Administrative Agent for the benefit of the Secured Parties a Lien upon perfected security interest in the Capital Stock of any Immaterial Subsidiary. (b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to such Subsidiary having the Original Closing Date, becomes a direct or indirect Subsidiary of priority required by the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if Collateral Agreement, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or and (C) to deliver to the Required LendersAdministrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit I, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or . (d) With respect to any new first-tier Foreign Subsidiary created or acquired by any Credit Party after the Closing Date, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Borrower Secured Parties, a perfected first priority security interest in the Capital Stock of such new or newly designated Foreign Subsidiary that is owned by any such Credit Party (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the total outstanding voting Capital Stock of any such new or equity interests in any newly designated Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderso pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Credit Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

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

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

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets, other than leasehold interests, acquired after the Original Closing Date by the Borrower Company or any of its Domestic Subsidiaries (other than any joint venture that is was formed or acquired in accordance with Section 8.9(i)) that are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in paragraph (b) or (c) of this subsection, and subject to paragraph (d) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Collateral Agent (including Mortgages) shall reasonably deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of LawLaw as contemplated by such Security Documents, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be reasonably requested by the Administrative Agent together with undated stock powers executed in blank thereforCollateral Agent, and (iii) if requested by in the Administrative Agent or the Required Lenderscase of a Mortgage, deliver to the Administrative Collateral Agent such surveys, title insurance policies and other documents that the Collateral Agent reasonably requests, all in form and substance reasonably satisfactory to the Collateral Agent and (iv) if reasonably requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct Subsidiary (other than a joint venture that was formed or indirect Subsidiary acquired in accordance with Section 8.9(i) or a Foreign Subsidiary), promptly: (i) execute and deliver to the Collateral Agent, for the benefit of the BorrowerLenders, promptly a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in any event within 30 days after blank by a duly authorized officer of the Company or such Person becomes a Subsidiary): , as the case may be, (iiii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement pursuant to an annex to the Guarantee and Collateral Agreement which is in form and substance reasonably satisfactory to the Collateral Agent, (B) to execute and deliver a Mortgage with respect to any parcel of real property owned by it, (C) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement or any such Mortgage to be duly perfected in accordance with all applicable Requirements of Law as contemplated by such Security Documents, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Collateral Agent and (D) to execute and deliver such documents and certificates as the Collateral Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary, the authorization of the transactions contemplated hereby and by the other Loan Documents relating to such Subsidiary Pledge Agreement and any other legal matters relating to such Subsidiary and the Subsidiary Guarantee Loan Documents to which it is or is to become a party (including, if requested by the Collateral Agent, satisfactory environmental reports or assessments with respect to each parcel of real property covered by a Mortgage), all in form and substance satisfactory to the Collateral Agent and its counsel, (iv) in the case of a Mortgage, deliver to the Collateral Agent such surveys, title insurance policies and other documents that the Collateral Agent reasonably requests, all in form and substance reasonably satisfactory to the Collateral Agent and (iiv) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding . (c) With respect to any Person that, subsequent to the foregoingClosing Date, no Immaterial Subsidiary or becomes a Foreign Subsidiary Subsidiary, promptly upon the request of the Borrower Collateral Agent: (i) to the extent permitted by applicable law, execute and deliver to the Collateral Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Collateral Agent shall be required deem necessary or advisable to execute grant to the Collateral Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary Guarantee which is owned by the Company or Subsidiary Pledge Agreement, and any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or equity interests in any such Domestic Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing provisions of the Borrower or any this subsection 7.10, (i) none of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination KCII, KCI International and KCII Holdings LLC shall be required to be made xxxxx x Xxxx on the basis Capital Stock of fair market value)EMD CV and IMD CV owned by them, (ii) neither KCI International nor KCII Holdings LLC shall be required to be pledged hereunderGuarantors and (iii) only 65% of the Capital Stock of each of KCI International and KCII Holdings LLC shall be required to be pledged. (d) Notwithstanding the foregoing provisions of this subsection 7.10 and at the reasonable request of the Company, assets will be excluded from the Collateral in circumstances where the Collateral Agent and the Company determine that the economic detriment to the Company of entering into or maintaining such Guarantee or Security Document or taking or maintaining a security interest in such assets would be excessive in view of the related benefits therefrom to the Lenders (it being understood that if any owned real property (together with any related property) or the leasehold interest in and to any real property has a fair market value of less than $5 million, the Administrative Agent will not require a security interest in such real property).

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

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets, other than leasehold interests, acquired after the Original Closing Date by the Borrower Company or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any 72 65 assets described in paragraph (b) or (c) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent (including Mortgages) shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of LawLaw as contemplated by such Security Documents, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock jurisdictions as may be reasonably requested by the Administrative Agent, (iii) in the case of a Mortgage, deliver to the Administrative Agent together with undated stock powers executed such surveys, policies and other documents as the Administrative Agent would have received pursuant to subsections 8.1(v), 8.1(w), 8.1(x) and 8.1(y) if the relevant parcel of real property has been subject to a Mortgage on the Closing Date, all in blank therefor, form and substance reasonably satisfactory to the Administrative Agent and (iiiiv) if reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary (other than a Foreign Subsidiary), promptly: (i) execute and deliver to the Administrative Agent, for the benefit of the BorrowerLenders, promptly a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in any event within 30 days after blank by a duly authorized officer of the Company or such Person becomes a Subsidiary): , as the case may be, (iiii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement pursuant to an annex to the Guarantee and Collateral Agreement which is in form and substance reasonably satisfactory to the Administrative Agent, (B) to execute and deliver a Mortgage with respect to any parcel of real property owned by it, (C) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement or any such Mortgage to be duly perfected in accordance with all applicable Requirements of Law as contemplated by such Security Documents, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (D) to execute and deliver such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary, the authorization of the transactions contemplated hereby and by the other Loan Documents relating to such Subsidiary Pledge Agreement and any other legal matters relating to such Subsidiary and the Subsidiary Guarantee Loan Documents to which it is or is to become a party (including, if requested by the Administrative Agent, satisfactory environmental reports or assessments with respect to each parcel of real property covered by a Mortgage), all in form and substance satisfactory to the Administrative Agent and its counsel, (iv) in the case of a Mortgage, deliver to the Administrative Agent such surveys, policies and other documents as the Administrative Agent would have received pursuant to subsections 8.1(v), 8.1(w), 8.1(x) and 8.1(y) if the relevant parcel of real property has been subject to a Mortgage on the Closing Date, all in form and substance reasonably satisfactory to the Administrative Agent and (iiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (c) With respect to any Person that, subsequent to the foregoingClosing Date, no Immaterial Subsidiary or becomes a Foreign Subsidiary Subsidiary, promptly upon the request of the Borrower Administrative Agent: (i) to the extent permitted by applicable law, execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall be required deem necessary or advisable to execute grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary Guarantee which is owned by the Company or Subsidiary Pledge Agreement, and any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderso pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or such Domestic Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Administrative Agent, deliver to the 73 66 Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral. (a) With respect If the Pledgor shall, at any time and from --------------------- time to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired time after the Original Closing Date by date hereof, acquire any additional membership interests in the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any Indebtedness of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters types described in clauses (i) and (ii) immediately precedingof SECTION 1, which opinions the same shall be automatically deemed to be Pledged Interests or Pledged Indebtedness, as the case may be, and to be pledged to the Administrative Agent pursuant to SECTION 1, and the Pledgor will forthwith pledge and deposit the same with the Administrative Agent and deliver to the Administrative Agent any certificates or instruments therefor, together with the endorsement of the Pledgor (in the case of any promissory notes or other instruments), undated stock powers (in the case of Pledged Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blank and in form and substance, and from counsel, reasonably substance satisfactory to the Administrative Agent. Notwithstanding , together with such other certificates and instruments as the foregoingAdministrative Agent may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), the Borrower shall not be required to grant and will promptly thereafter deliver to the Administrative Agent a Lien upon fully completed and duly executed amendment to this Agreement in the Capital Stock form of Exhibit A (each, a "Pledge Amendment") in respect thereof. The Pledgor --------- hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Immaterial Subsidiary. (b) With Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof; provided that the failure of the Pledgor to -------- execute and deliver any Pledge Amendment with respect to any Person that, subsequent to such additional Collateral as required hereinabove shall not impair the Original Closing Date, becomes a direct or indirect Subsidiary security interest of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent in such Collateral or otherwise adversely affect the Required Lenders, deliver to rights and remedies of the Administrative Agent legal opinions relating to hereunder with respect thereto. If any Pledged Interests (whether now owned or hereafter acquired) are "uncertificated securities" within the matters described in clause (i) immediately precedingmeaning of the applicable Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to each applicable Pledgor will promptly notify the Administrative Agent. Notwithstanding the foregoingAgent thereof and will promptly take and cause to be taken all actions required under applicable law, no Immaterial Subsidiary including, as applicable, under Article 8 or Foreign Subsidiary 9 of the Borrower shall be required applicable Uniform Commercial Code, to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% perfect the security interest of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderAdministrative Agent therein.

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

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

Additional Collateral. (a) With respect US Credit Parties shall cause each Subsidiary of any US Credit Party not in existence on the Effective Date (other than any Foreign Subsidiary) to execute and deliver to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any all of the Pledge Agreements but which is not so subjectRevolving Administrative Agent, LC Facility Administrative Agent, Accounts Collateral Agent and/or the LC Facility Collateral Agent (as specified below) promptly (and in any event within 30 3 days after the formation, acquisition thereof): or change in status thereof (iA) execute a signed counterpart of this Agreement as a US Borrower and deliver a signed counterpart of the Security Agreement as an Assignor, (B) an Opinion of Counsel in form and substance satisfactory to each Administrative Agent as to the due execution and delivery of this Agreement and the Security Agreement, the ability of such Subsidiary to perform all of its obligations hereunder and thereunder and perfection and creation of Liens on Collateral as such Administrative Agent may reasonably request in respect of complying with any legend on any such amendments certificate or any other matter relating to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforshares, and (iiiC) if such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by any such Agent in order to create, perfect, establish the Administrative first priority of or otherwise protect any Lien purported to be covered by any such Financing Agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Financing Agreements applicable to a US Credit Party. Within 20 days after the Effective Date (or such longer period as may be consented to by the LC Facility Collateral Agent or in its sole discretion), the Required Lenders, deliver applicable US Borrowers shall enter into a Deposit Account Control Agreement in favor of LC Facility Collateral Agent with respect to the Administrative principal operating account of US Borrowers and shall take such other actions including opening and maintaining (for so long as any Deposit Account Control Agreement in favor of LC Facility Collateral Agent legal opinions relating provides that the Deposit Account subject to such agreement shall automatically be liquidated into a Deposit Account specified by LC Facility Collateral Agent upon LC Facility Collateral Agent notifying the matters described Bank that is party to such agreement of LC Facility Collateral Agent’s exercise of its right of sole control over such Deposit Account) a Deposit Account with a financial institution selected by LC Facility Collateral Agent (which may be an Affiliate of LC Facility Collateral Agent) for the purpose of receiving any funds liquidated from any Deposit Account subject to a Deposit Account Control Agreement in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative favor of LC Facility Collateral Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect Credit Parties shall cause each Subsidiary of any Credit Party that is not in existence on the Effective Date and which is organized under the laws of Canada or any province thereof to execute and deliver to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary all of the Borrower, Revolving Administrative Agent or Canadian Collateral Agent promptly (and in any event within 30 3 days after such Person becomes the formation, acquisition or change in status thereof (A) a Subsidiary): signed counterpart of this Agreement in the capacity of a Canadian Borrower, (iB) cause such new Subsidiary an Opinion of Counsel in form and substance satisfactory to become a party Revolving Administrative Agent as to the Subsidiary Pledge due execution and delivery of this Agreement and the ability of such Subsidiary Guarantee and (ii) if requested by to perform all of its obligations hereunder of such Subsidiary as the Revolving Administrative Agent or the Required LendersCanadian Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, deliver to the (C) any Canadian Security Documents, if applicable, and (D) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by such Revolving Administrative Agent legal opinions relating or Canadian Collateral Agent in order to create, perfect, establish the matters described in clause (i) immediately preceding, which opinions first priority of or otherwise protect any Lien purported to be covered by any such Financing Agreement or otherwise to effect the intent that such Subsidiary shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary become bound by all of the Borrower shall be required terms, covenants and agreements contained in the Financing Agreements applicable to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderCanadian Borrower.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required LendersXxxxxxx, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, neither the Borrower nor any of its Subsidiaries shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary; provided that if an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, Borrower or the applicable Subsidiary, as the case may be, shall within thirty (30) days of such event comply with the foregoing requirements." (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Guarantee and, to the extent such Subsidiary holds any Capital Stock of any Subsidiary that is not an Immaterial Subsidiary, to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary, Foreign Subsidiary or Foreign TCAS Subsidiary (except as provided below) of the Borrower or its Subsidiaries shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the total combined voting power of the Capital Stock of or equity interests in (A) any direct or indirect Foreign Subsidiary of the Borrower or (B) any direct or indirect Subsidiary of its Subsidiaries the Borrower if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), and no Subsidiary of any Person described in clause (A) or (B), shall be required to be pledged hereunder; provided, that if, after the consummation of any sale of a portion of Capital Stock of the TCAS Subsidiary, the TCAS Subsidiary thereafter becomes a Wholly Owned Subsidiary, then the TCAS Subsidiary shall become a party to the Subsidiary Guarantee and Subsidiary Pledge Agreement and Borrower shall promptly (and in any event within 30 days after such event occurs) comply with the requirements of this subsection 6.10(b) with respect to the TCAS Subsidiary." 3.3 Schedule 4.14 to the Credit Agreement is hereby amended and restated in its entirety to read as provided on Schedule 4.14 attached hereto. 3.4 The last sentence in Section 10.6(c) of the Credit Agreement is hereby amended and restated in its entirety to read as provided below: "Notwithstanding any provision under this paragraph (c) and paragraph (f) of this subsection, the consent of the Borrower shall not be required for any assignment which occurs at any time when any events described in clause (a) or (f) of Section 8 shall have occurred and be continuing."

Additional Collateral. Subject to obtaining applicable consents of third parties, the Pledgor shall pledge to the Collateral Agent hereunder, immediately upon the acquisition (adirectly or indirectly) With respect to thereof, any Capital Stock and all shares of any newly created stock, partnership interests or acquired Subsidiary or any newly issued Capital Stock other equity interests of any existing Subsidiary acquired after the Original Closing Date by the Borrower Issuers or any of its Subsidiaries that is intended to be subject their affiliates hereafter acquired by the Pledgor. The Pledgor shall promptly deliver such Collateral to the Lien created by Collateral Agent, together with in the case of securities, a duly executed Pledge Agreement Supplement substantially in the form of Exhibit 3 hereto identifying such additional shares, partnership interests or equity interests which are being pledged, together with certificates representing such additional shares, partnership interests or equity interests and such additional writings, including without limitation assignments and duly signed undated stock or equity interest powers as the Pledgor must provide to the Collateral Agent to perform its duties hereunder and any additional documents with respect thereto as the Collateral Agent shall request. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Agreement Supplement to this Pledge Agreement and agrees that all shares, partnership interests and equity interests listed on any Pledge Agreement Supplement delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Securities. In connection therewith, the Pledgor agrees to deliver promptly to the Collateral Agent a revised Exhibit 1 listing the Issuers subject thereto, and a revised Exhibit 2 listing the securities of such additional subsidiary subject thereto. In addition, for the convenience of the parties, the Pledgor shall, upon any change in the nature, amount or description of the Pledged Securities in accordance with the provisions of this Pledge Agreements but which is not so subjectAgreement, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements a revised Exhibit 1 or such other documents Exhibit 2, as the Administrative Agent case may be, listing the Pledged Securities subject hereto. Exhibit 1 and Exhibit 2 hereto shall deem necessary or advisable to grant to be deemed amended and restated by such revised exhibit; provided, however, that the Administrative Agent, for the benefit failure of the Lenders, a Lien on Pledgor to deliver such Capital Stock, (ii) take all actions necessary revised exhibits or advisable of the Collateral Agent to cause distribute or attach any such Lien revised exhibits shall not affect the security interest purported to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.granted hereby;

Additional Collateral. (a) With respect On each Collateral Date, the --------------------- Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to any become a "Subsidiary Guarantor" under the Guarantee and Collateral Agreement, (ii) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary or a Receivables Entity) to become a "Grantor" under each relevant Collateral Agreement, (iii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the relevant Collateral Agreement (except that, if such Subsidiary is a Foreign Subsidiary, no shares of common stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting common stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% of the outstanding shares of voting common stock of such Subsidiary) and (iv) except in the case of a Foreign Subsidiary, take all steps required by the relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its -------- Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (b) If, as of any newly created or acquired Collateral Date, any property of the Parent Borrower, any Subsidiary Guarantor that is a "Grantor" under any Collateral Agreement or any newly issued Subsidiary that is required to become a "Grantor" pursuant to Section 5.11(a) (including any parcel of owned domestic real property having a fair market value in excess of $10,000,000 but excluding all other real property) is not already subject to a perfected first priority Lien in favor of the Administrative Agent or the Collateral Agent, as the case may be, the Parent Borrower will notify the Administrative Agent thereof, and, promptly after such Collateral Date, will cause such assets to become subject to a Lien under the relevant Security Documents and will take, and cause the relevant Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that -------- the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(b) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (c) Within 10 Business Days after the redemption of the UDI Senior Notes pursuant to Section 5.14, the Parent Borrower shall (i) cause each holder of the Capital Stock of any existing UDI's first-tier Domestic Subsidiaries to execute and deliver the UDI Pledge Agreement, (ii) cause each Domestic Subsidiary acquired after of UDI to become a "Subsidiary Guarantor" under the Original Closing Date Guarantee and Collateral Agreement, (iii) cause such Subsidiary to become a "Grantor" under the Guarantee and Collateral Agreement, (iv) cause the Capital Stock of such Subsidiary to be pledged pursuant to the relevant Collateral Agreement, (v) take all steps required by the Borrower or relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such Subsidiary, (vi) cause any parcel of its Subsidiaries that is intended owned domestic real property having a fair market value in excess of $10,000,000 of such Subsidiary to be become subject to a Lien under the Lien created relevant Security Documents and take, and cause each Subsidiary of UDI to take, such actions as shall be necessary or reasonably requested by any the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Pledge Agreements but which is not so subjectLoan Parties, promptly (vii) obtain a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring each of the Liens referred to in the preceding clause (vi) as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 6.3, together with such endorsements, coinsurance and in any event within 30 days after reinsurance as the acquisition thereof): Administrative Agent may reasonably request, (iviii) execute and deliver to the Administrative Agent such amendments surveys and abstracts as may be reasonably required pursuant to the relevant Pledge Agreements such Mortgages or such other documents as the Administrative Agent may reasonably request and (ix) deliver to the Administrative Agent such opinions of counsel as the Administrative Agent may reasonably request; provided -------- that the Parent Borrower and its Subsidiaries shall deem necessary or advisable not be required to grant comply with the requirements of this Section 5.11(c) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (d) Within 60 days after the Amendment/Restatement Effective Date, the Parent Borrower shall, to the extent not previously delivered to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating Agent, with respect to the matters described in clauses each Mortgaged Property subject to a Mortgage, (i) a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring each of the Liens on such Mortgaged Property as a valid first Lien, free of any other Liens except as permitted by Section 6.3, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and (ii) immediately preceding, which opinions shall be in form such surveys and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to abstracts as the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiarymay reasonably request. (be) With respect to any Person that, subsequent Notwithstanding anything to the Original Closing contrary in this Section 5.11, after the Release Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower property other than Capital Stock shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderbecome Collateral.

Additional Collateral. (a) With Subject to subsection 7.9(d), with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (but, in any event, excluding (i) any assets described in paragraph (b) or (c) of this subsection, (ii) assets acquired or owned pursuant to subsection 8.6(h) and (iii) immaterial assets, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be reasonably requested by the Administrative Agent. (b) With respect to any Person that is or becomes a Subsidiary (other than any Foreign Subsidiary of the Borrower) that has material assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Security Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and (iii) if cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and/or the Collateral Agreement or such comparable documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable to cause the Lien created by the Collateral Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. (c) With respect to any Person that is or becomes a Foreign Subsidiary of the Borrower and that has material assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Required relevant Security Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Foreign Subsidiary be required to be so pledged), and (ii) if such Capital Stock is issued in certificated form, deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock, and if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (d) Upon the foregoingrequest of the Administrative Agent, the Borrower shall not be required to will, and will cause its Domestic Subsidiaries to, promptly grant to the Administrative Agent a Lien upon Agent, within 60 days of such request, security interests and Mortgages in such owned Real Property of the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person Borrower and its Domestic Subsidiaries as are acquired after the Closing Date by the Borrower or such Subsidiary and that, subsequent to together with any improvements thereon, individually have a value of at least $5,000,000, as additional security for the Original Closing Date, becomes a direct or indirect Subsidiary obligations of the Borrower, promptly Credit Parties under any Credit Document (and in any event within 30 days after such Person becomes unless the subject property is already mortgaged to a Subsidiary): (i) cause such new Subsidiary to become a third party to the Subsidiary Pledge Agreement extent permitted by subsection 8.2). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Subsidiary Guarantee Administrative Agent and (ii) if shall constitute valid and enforceable perfected Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the Administrative Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. If requested by the Administrative Agent or the Required Lenders, deliver the Borrower shall provide a lender's title policy with respect to each such Mortgage paid for by the Borrower, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Administrative Agent legal opinions relating to the matters described in clause (i) immediately precedingAgent, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute insuring each Mortgage as a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made first lien on the basis of fair market value), shall be required relevant Mortgaged Property and subject only to be pledged hereunderLiens expressly agreed to by the Administrative Agent.

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

Additional Collateral. (a) With Subject to the limitations set --------------------- forth in subsection 6.9(b) and subsection 6.9(c) and except with respect to any Capital Stock of joint venture investments permitted by subsection 7.6(h), with respect to any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower Company or any of its Subsidiaries that is intended (other than (x) any assets described in paragraph (b), (c) or (d) of this subsection and (y) immaterial assets) as to be subject to which the Lien created by any Administrative Agent, for the benefit of the Pledge Agreements but which is Lenders, does not so subjecthave a perfected Lien, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be reasonably requested by the Administrative Agent. (a) With respect to any Person that is or becomes a Domestic Subsidiary, promptly upon the request of the Administrative Agent (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Collateral Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Company or such Domestic Subsidiary, as the case may be, and (iii) cause such new Domestic Subsidiaries (A) to become a party to this Agreement as a Borrower (or to become a guarantor of the obligations hereunder and under the Synthetic Lease Facility), to become a party to the Collateral Agreement and to become a party to the Agency and Intercreditor Agreement or, in each case, to become a party to such comparable documentation which is in form and substance reasonably satisfactory to the Administrative Agent and (B) to take all actions necessary or advisable to cause the Lien created by the Collateral Agreement or such comparable documentation, as the case may be, to be duly perfected to the extent required by such agreement or document in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, provided, that the Company and its Subsidiaries shall not be required to comply -------- with the requirements of this subsection 6.9(b) with respect to a Domestic Subsidiary if (x) such compliance is prohibited by such Domestic Subsidiary's Contractual Obligations with third parties in connection with lease arrangements or Indebtedness for borrowed money and (y) the aggregate Acquisition Consideration for all Domestic Subsidiaries acquired subsequent to the date hereof which are not Borrowers hereunder or guarantors of the obligations hereunder and under the Synthetic Lease Facility shall not exceed $30,000,000. 77 (b) Upon the request of the Administrative Agent, the Company will, and will cause its Domestic Subsidiaries to, promptly grant to the Administrative Agent, within 60 days of such request, security interests and mortgages (an "Additional Mortgage") in such owned Real Property of the Company ------------------- and its Domestic Subsidiaries as are acquired after the Closing Date by the Company or such Domestic Subsidiary as additional security for the obligations of the Credit Parties under any Credit Document, provided that an Additional -------- Mortgage covering any such owned Real Property will not be required if (i) such Real Property is already mortgaged to a third party to the extent permitted by subsection 7.2, (ii) with respect to a Domestic Subsidiary, such Additional Mortgage is not permitted by such Domestic Subsidiary's Contractual Obligations with third parties in connection with lease arrangements or Indebtedness for borrowed money or (iii) (A) the value of such Real Property, together with any improvements thereon, is less than $2,500,000 and (B) the aggregate value of all Real Properties (other than Real Properties for which the granting of an Additional Mortgage would be prohibited under the circumstances set forth in clause (i) or (ii) of this proviso) for which Additional Mortgages are not granted hereunder shall not exceed $10,000,000. Each such Additional Mortgage shall be granted pursuant to documentation substantially similar to the form of Mortgage attached hereto as Exhibit L and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the Administrative Agent. The Additional Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent, for the benefit of the Lenders, required to be granted pursuant to the Additional Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. If requested by the Administrative Agent or the Required Lenders, the Company shall provide a lender's title policy with respect to each such Additional Mortgage conforming to the requirements of subsection 6.12. (c) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by the Company or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Collateral Agreement, or such other Security Document, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent's security interest therein, and (iii) if reasonably requested by the Administrative Agent (taking into account the cost involved in relation to the value of the collateral security to be afforded thereby), deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding , provided that the foregoing, the Borrower Company and its -------- Subsidiaries shall not be required to grant to comply with the Administrative Agent a Lien upon the Capital Stock requirements of any Immaterial Subsidiary. (bthis subsection 6.9(c) With with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee if such compliance is prohibited by such Foreign Subsidiary's Contractual Obligations with third parties in connection with lease arrangements or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderIndebtedness for borrowed money.

Additional Collateral. (a) With respect The Borrower will, and will cause each of its Subsidiaries to, from time to any time at its own cost and expense, promptly secure or cause to be secured the Obligations by creating or causing to be created in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent perfected security interests (subject only to Permitted Liens) in all assets of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, except in each case (i) the Excluded Assets, (ii) the Capital Stock of any newly created or acquired Excluded Subsidiary or that is not directly owned by a Subsidiary, and (iii) in respect of each direct foreign subsidiary of any newly of the Borrower’s Subsidiaries (including, for the avoidance of doubt, Emmis International Broadcasting Corporation), limited to not less than a pledge of 66 2/3% of the issued and outstanding Capital Stock of any existing Subsidiary acquired after such direct foreign subsidiary, including, without limitation, all of the Original Closing Date Borrower’s and the Subsidiaries’ inventory, cash, securities, receivables, equipment, accounts, copyrights, patents, trademarks, licenses, other general intangibles, Real Estate owned in fee, equity interests in the Subsidiaries and other assets of the Borrower and the Subsidiaries (other than Excluded Assets), in each case to the extent the Administrative Agent shall so request. All such security interests will be created under security agreements, mortgages, control agreements, pledge agreements, and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent as reasonably deemed necessary by the Administrative Agent, and the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and shall deliver to the Administrative Agent all such amendments to the relevant Pledge Agreements or such other instruments and documents (including, without limitation, legal opinions, title insurance policies and lien searches) as the Administrative Agent shall deem necessary reasonably request to evidence the satisfaction of the obligations created by this §9.13, in each case at the expense of the Borrower. All such documentation and instruments related thereto shall be duly recorded or advisable filed in such manner and in such places as are required by law to grant establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and the Lenders, and all taxes, fees and other charges payable in connection therewith shall be paid in full or otherwise provided for to the reasonable satisfaction of the Administrative Agent. The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority of such security interests (subject only to Permitted Liens). (b) The Borrower will, for the benefit and will cause each of the LendersSubsidiaries to, a Lien on such Capital Stockat the expense of the Borrower, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Lawmake, including delivering all such original certificates evidencing such Capital Stock execute, endorse, acknowledge, file and/or deliver to the Administrative Agent together with undated stock from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers executed in blank thereforof attorney, certificates, real property surveys, reports and (iii) if other assurances or instruments and take such further steps relating to the collateral covered by any of the Security Documents or as requested by the Administrative Agent or in accordance with subsection (a) above, as the Required LendersAdministrative Agent may reasonably require and as are reasonably satisfactory to the Borrower. Furthermore, deliver the Borrower shall cause to be delivered to the Administrative Agent legal such opinions relating to the matters described in clauses (i) of counsel, title insurance, surveys, appraisals, environmental assessments, local counsel opinions, engineering reports, flood certifications and (ii) immediately preceding, which opinions shall be in form and substanceinsurance, and from counsel, other related documents as may be reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to assure itself that this §9.13 has been complied with. (c) The Borrower shall promptly notify the Administrative Agent legal opinions relating in the event the Borrower or any Subsidiary acquires any assets or properties not otherwise subject to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the first priority perfected security interest of the Administrative Agent. Agent pursuant to existing Security Documents or (ii) an exception or an exclusion expressly permitted hereunder. (d) Notwithstanding the foregoing, no Immaterial to the extent that any of the foregoing provisions of this §9.13 will require any consent, affirmation or other action of an independent third party Person (not the Borrower, a Subsidiary, Excluded Subsidiary or Foreign Subsidiary of an Affiliate under the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary control of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market valueParent), the Borrower shall only be required to be pledged hereunderuse its commercially reasonable efforts to procure such consent, affirmation or other action of such independent third party Person.

Additional Collateral. (a) With respect The Borrower will, and will cause each of the other Obligors to, grant from time to time to the Collateral Agent for the benefit of the Secured Parties security interests in all of the assets and properties of the Borrower and other Obligors, now existing or hereafter acquired, pursuant to the relevant Security Documents. All such security interests and Liens shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Liens in favor of the Collateral Agent superior to and prior to the rights of all third Persons and subject to no other Liens except for Liens permitted under Section 7.02. The Liens on such assets and properties and/or the security agreements or other instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent as required pursuant to the relevant Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. The Borrower will, and will cause each of the other Obligors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower will, and will cause the other Obligors to, deliver to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure itself that this Section has been complied with. Notwithstanding the foregoing, in the event the Borrower or any Subsidiary that which is organized under the laws of a State, the United States of America or the District of Columbia shall form or acquire directly a Foreign Subsidiary, the Borrower will, and will cause such Subsidiary to pledge the Capital Stock of any newly created or acquired such Foreign Subsidiary or any newly issued in favor of the Collateral Agent pursuant to the relevant Security Document in form and substance reasonably satisfactory to the Administrative Agent, provided that such pledge of Capital Stock of a Foreign Subsidiary shall be limited to (i) 65% of the voting Capital Stock of such Foreign Subsidiary having ordinary voting power for the election of the board of directors of such Subsidiary and (ii) 100% of all other Capital Stock of such Foreign Subsidiary; and provided further that, notwithstanding the foregoing, no portion of the Capital Stock of Chart Europe GmbH ("Chart Europe") held by the Borrower and its Subsidiaries as of the Effective Date shall be required to be pledged pursuant to this Agreement, provided that the Borrower will cause Chart Europe to be liquidated on or prior to June 30, 2004 and, prior to such liquidation, the Borrower will not, and will not permit any existing Subsidiary acquired of its Subsidiaries to, engage in any transaction with Chart Europe other than those directly related to the consummation of such liquidation (and, in any event, will not make any Investment in, or transfer any property to, Chart Europe after the Original Closing Effective Date). Term Loan Agreement Notwithstanding the foregoing, as of the Effective Date by the Borrower will, and will cause the other Obligors to, execute and deliver the Mortgages with respect to such real property interests of the Borrower and the other Obligors as are designated to be so mortgaged in Schedule 4.16. From time to time thereafter the Borrower will, and will cause each other Obligor to, notify the Administrative Agent within 30 days of the acquisition of any additional real property interests (whether a fee or leasehold) and, thereafter upon the request of the Required Lenders, grant a mortgage lien on such real property pursuant to a Mortgage in form and substance reasonably satisfactory to the Administrative Agent; provided that, in no event will the Borrower or any of its Subsidiaries that is intended be required to be subject take any action, other than using commercially reasonable efforts, to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver obtain consents from third parties with respect to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance its compliance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by this paragraph. If the Administrative Agent or the Required LendersLenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of any real property of the Borrower and its Subsidiaries constituting Collateral, deliver the Borrower will, at its own expense, provide to the Administrative Agent legal opinions relating to appraisals which satisfy the matters described in clauses (i) applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and (ii) immediately precedingEnforcement Act of 1989, as amended, and which opinions shall otherwise be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect to any Capital Stock In connection with each redetermination of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by Borrowing Base, the Borrower or any shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(d)) to ascertain whether the Mortgaged Properties represent at least the Minimum Collateral Amount after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least the Minimum Collateral Amount, then the Borrower shall, and shall cause its Restricted Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectto, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver grant to the Administrative Agent as security for the Obligations a first-priority Lien interest (subject only to Permitted Prior Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such amendments that after giving effect thereto, the Mortgaged Properties will represent at least the Minimum Collateral Amount. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance satisfactory to the relevant Pledge Agreements Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (b) In addition, from time to time prior to the Second Lien Termination Date, the Borrower will, at its cost and expense, secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its assets and properties as the Administrative Agent or the Majority Lenders shall designate within 30 days of such designation (or such later date as the Administrative Agent may agree (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of the Borrower and its Restricted Subsidiaries (including real and other properties acquired subsequent to the Effective Date) subject to the limitations herein); provided that, neither the Borrower nor any Restricted Subsidiary shall be required to take additional action with respect to assets not required to be pledged as collateral for the obligations under the Second Lien Term Loan Agreement, assets specifically excluded from Collateral in the Security Instruments and assets which in the reasonable judgment of the Administrative Agent are of de minimis value or for which the cost of obtaining a perfected security interest outweighs the value thereof. Such security interests and Liens will be created under the Security Instruments and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance satisfactory to the Administrative Agent, and the Borrower shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions and lien searches but excluding title insurance) as the Administrative Agent shall deem necessary or advisable reasonably request within such thirty-day period to grant evidence compliance with this Section. The Borrower agrees to the Administrative Agent, for the benefit of the Lenders, a Lien on provide such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to evidence as the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver shall reasonably request as to the Administrative Agent legal opinions relating to the matters described in clauses (i) perfection and (ii) immediately preceding, which opinions shall be in form priority status of each such security interest and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiaryLien. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.

Additional Collateral. (a) With respect If either Pledgor shall, at any time and from --------------------- time to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired time after the Original Closing Date by date hereof, acquire any additional membership interests in the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any Indebtedness of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters types described in clauses (i) and (ii) immediately precedingof SECTION 1 (including the acquisition by Parent, which opinions as a result of the dissolution of Holdings or the merger of Holdings into Parent, of the outstanding membership interests in the Borrower owned by Holdings as of the date hereof), the same shall be automatically deemed to be Pledged Interests or Pledged Indebtedness, as the case may be, and to be pledged to the Administrative Agent pursuant to SECTION 1, and such Pledgor will forthwith pledge and deposit the same with the Administrative Agent and deliver to the Administrative Agent any certificates or instruments therefor, together with the endorsement of such Pledgor (in the case of any promissory notes or other instruments), undated stock powers (in the case of Pledged Interests evidenced by certificates) or other necessary instruments of transfer or assignment, duly executed in blank and in form and substance, and from counsel, reasonably substance satisfactory to the Administrative Agent. Notwithstanding , together with such other certificates and instruments as the foregoingAdministrative Agent may reasonably request (including Uniform Commercial Code financing statements or appropriate amendments thereto), the Borrower shall not be required to grant and will promptly thereafter deliver to the Administrative Agent a Lien upon fully completed and duly executed amendment to this Agreement in the Capital Stock form of Exhibit A (each, a "Pledge Amendment") in respect --------- thereof. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement, and agrees that all such Collateral listed on any Immaterial Subsidiary. (b) With Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof; provided that the failure of such -------- Pledgor to execute and deliver any Pledge Amendment with respect to any Person that, subsequent to such additional Collateral as required hereinabove shall not impair the Original Closing Date, becomes a direct or indirect Subsidiary security interest of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent in such Collateral or otherwise adversely affect the Required Lenders, deliver to rights and remedies of the Administrative Agent legal opinions relating to hereunder with respect thereto. If any Pledged Interests (whether now owned or hereafter acquired) are "uncertificated securities" within the matters described in clause (i) immediately precedingmeaning of the applicable Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to each applicable Pledgor will promptly notify the Administrative Agent. Notwithstanding the foregoingAgent thereof and will promptly take and cause to be taken all actions required under applicable law, no Immaterial Subsidiary including, as applicable, under Article 8 or Foreign Subsidiary 9 of the Borrower shall be required applicable Uniform Commercial Code, to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% perfect the security interest of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderAdministrative Agent therein.

Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject Person that, subsequent to the Lien created by any of Effective Date, becomes an Additional Restricted Subsidiary (other than a Project Subsidiary), cause the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): applicable Loan Parties to promptly: (i) execute and deliver to the Administrative Collateral Agent and the other Secured Parties such amendments to the relevant Pledge Agreements Security Documents and such other agreements or such other documents as the Administrative may be necessary or as any Agent or any other Secured Party shall deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit on behalf of the Lenders, and the other Secured Parties, a Lien on (A) the Equity Interests in such Capital StockAdditional Restricted Subsidiary, except that this clause (A) shall not apply to Equity Interests in Non-Securing Subsidiaries not owned by the Borrower or a Restricted Subsidiary, and (B) all assets (other than Real Property except to the extent such Real Property is covered by the security documentation for the personal property of such Subsidiary without any material additional filings or burdensome requirements) of such Additional Restricted Subsidiary (other than Equity Interests in Unrestricted Subsidiaries and Project Subsidiaries), except that this clause (B) shall not apply to Non-Securing Subsidiaries, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock deliver to the Administrative Collateral Agent the certificates, if any, representing such Equity Interests, together with undated stock powers share transfers executed and delivered in blank thereforby a duly authorized officer of the Borrower or such Non-Project Subsidiary, as the case may be, (iii) execute and deliver such other guaranties and security agreements as any Agent or any Secured Party requests, and (iiiiv) if requested by the Administrative Collateral Agent or the Required Lendersany other Secured Party, deliver to the Administrative Agent Secured Parties legal opinions relating to the matters described in clauses (i), (ii) and (iiiii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative each Facility Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect Within ninety (90) days following the written request of the Majority Common Creditors, take and cause its Pledging Subsidiaries to take, all such action as is necessary or that any Person thatAgent deems reasonably appropriate in order to provide the Lenders with a first priority perfected security interest in all leasehold interests held by the Borrower or any of its Pledging Subsidiaries, subsequent to the Original Closing Date, becomes a direct either directly or indirect Subsidiary of through the Borrower, promptly (including obtaining all necessary consents and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement filings, all necessary registrations and the Subsidiary Guarantee and (ii) if requested filings by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderin connection therewith.

Additional Collateral. (a) With respect to any Capital Stock each Person which becomes a Domestic Subsidiary of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower (directly or any of its Subsidiaries that is intended to be subject indirectly) subsequent to the Lien created Effective Date, whether by any of Permitted Acquisition or otherwise, the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) Borrower shall cause such new Domestic Subsidiary to execute and deliver to the Administrative Agent Agent, for and on behalf of each of the Lenders: (i) within thirty (30) days after the date such amendments to the relevant Pledge Agreements Person becomes a Domestic Subsidiary (or such other documents longer time period as the Administrative Agent may determine), at the Administrative Agent’s option, (A) a Guaranty Agreement in substantially the same form as the Guaranty Agreement executed by the Guarantors on the Effective Date (or a joinder agreement thereto) whereby such Domestic Subsidiary becomes obligated as a Guarantor, or (B) a joinder to this Agreement whereby such Domestic Subsidiary becomes a Borrower hereunder; (ii) within thirty (30) days after the date such Person becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), a Security Agreement substantially in the same form as the Security Agreement executed by the Loan Parties on the Effective Date (or a joinder thereto) whereby such Domestic Subsidiary grants a Lien over its assets (subject to the limitations on the pledge of Equity Interests set forth in Section 2.11(b)) as set forth in the Security Agreements, and such Domestic Subsidiary shall deem take such additional actions as may be necessary to ensure a valid first priority perfected Lien over such assets of such Domestic Subsidiary, subject only to Excepted Liens and during the Ex-Im Period the first priority Liens of the Ex-Im Lender as described in the Intercreditor Agreement; and (iii) with the time period specified in and to the extent required under Section 8.13(b), a Mortgage and other Collateral Documents required to be delivered in connection therewith; and (i) With respect to the acquisition of a fee interest in real Property by any Loan Party after the Effective Date (whether by Permitted Acquisition or advisable otherwise), not later than thirty (30) days after the acquisition is consummated or the owner of such Property becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), such Loan Party shall execute or cause to grant be executed (unless waived by the Administrative Agent), a Mortgage (or an amendment to an existing Mortgage, where appropriate) covering such real Property, together with such additional real estate documentation, environmental reports, title policies and surveys as may be reasonably required by the Administrative Agent; and (ii) with respect to the acquisition of any leasehold interest in real Property by any Loan Party after the Effective Date (whether by Permitted Acquisition or otherwise), upon which the primary books and records of any Loan Party are or will be located, the applicable Loan Party shall promptly deliver to the Administrative Agent a copy of the applicable lease agreement and shall use commercially reasonable, good faith efforts to deliver to the Administrative Agent, for not later than thirty (30) days after the benefit acquisition is consummated or the owner of the Lendersapplicable leasehold interest becomes a Domestic Subsidiary (or such longer time period as the Administrative Agent may determine), unless otherwise waived by the Administrative Agent, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected collateral access agreement in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock the form and substance reasonably acceptable to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested such other documentation as may be reasonably required by the Administrative Agent or Agent; In each case in the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock in its reasonable discretion, together with such supporting documentation, including corporate authority items, certificates and opinions of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, as reasonably satisfactory to required by the Administrative Agent. Notwithstanding Upon the foregoingAdministrative Agent’s request, no Immaterial Subsidiary the Loan Parties shall take, or Foreign Subsidiary cause to be taken, such additional steps as are necessary or advisable under applicable Law to perfect and ensure the validity and priority of the Borrower Liens granted under this Section 8.13. In the case of assets or properties other than the Domestic-First Priority Collateral, this Agreement and the other Loan Documents shall not require the creation or perfection of Liens in particular properties or assets if and for so long as, in the reasonable judgment of the Administrative Agent, the cost of creating or perfecting such Liens in such property shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% excessive in view of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination benefits to be made on obtained by the basis of fair market value), shall be required to be pledged hereunderLenders therefrom.

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

Additional Collateral. (a) With Subject to each of the provisions contained in this Section 6.13, with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary property acquired after the Original Closing Date by the Borrower or any of its Subsidiaries Loan Party that is intended to be of the type subject to the Lien created by any of the Pledge Agreements Security Agreement on the Closing Date but which is not so subject, the Borrowers shall (or shall cause the applicable Loan Party to) promptly (and in any event within 30 five (5) days after the acquisition thereof): , or such longer period in the sole discretion of the Lead Arranger) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Collateral Documents or such other documents as the Administrative Agent Lead Arranger shall deem necessary or reasonably advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a Lien on such Capital Stockproperty, subject to no Liens other than those permitted by Section 7.01, and (ii) take all actions necessary or advisable reasonably requested by the Lead Arranger to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Requirements requirements of Law, including delivering the filing of financing statements in all applicable jurisdictions. The Borrowers shall otherwise take such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, actions and (iii) if requested by the Administrative Agent or the Required Lenders, execute and/or deliver to the Administrative Agent legal opinions relating such documents as the Lead Arranger shall reasonably require to confirm the matters described in clauses validity, perfection and priority of the Lien of the Collateral Documents on such after-acquired properties. For the avoidance of doubt, for purposes of this Section 6.13, (i) and (ii) immediately preceding, which opinions no Loan Party shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant take any action with respect to assets to the extent that (x) the creation, perfection or priority of Liens in and to such assets is determined under the law of a jurisdiction outside of the United States, or (y) the costs to the Loan Parties of executing any such Mortgage or any such Security Documents described herein are unreasonably excessive (as reasonably determined by the Lead Arranger in consultation with the Borrowers) in relation to the benefits to the Administrative Agent a Lien upon and the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Lenders of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent security or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderguarantee afforded thereby.

Additional Collateral. (a) With Subject to subsection 8.9(d), with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by Holdings, the Borrower or U.S. Borrower, any of its Domestic Subsidiaries or the Canadian Borrower or the Canadian Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (but, in any event, excluding (i) any assets described in paragraph (b) or (c) of this subsection and (ii) assets acquired or owned pursuant to subsection 9.6(h)), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be reasonably requested by the Administrative Agent. (b) With respect to any Person that is or becomes a Subsidiary (other than any Foreign Subsidiary of the U.S. Borrower) that has material assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Security Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the U.S. Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the U.S. Borrower or such Subsidiary, as the case may be, and (iii) if cause such new Subsidiary (A) to execute and deliver to the Administrative Agent an assumption agreement, substantially in the form annexed to the Collateral Agreement, that results in such Subsidiary becoming a party to the Subsidiary Guarantee and the Collateral Agreement (or such comparable documentation which is in form and substance reasonably satisfactory to the Administrative Agent), and (B) to take all actions necessary or advisable to cause the Lien created by the Collateral Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. (c) With respect to any Person that is or becomes a direct Foreign Subsidiary of the U.S. Borrower and that has material assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Required relevant Security Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the U.S. Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Foreign Subsidiary be required to be so pledged), and (ii) if such Capital Stock is issued in certificated form, deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the U.S. Borrower or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock, and if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding . (d) Upon the foregoingrequest of the Administrative Agent, the U.S. Borrower shall, and shall not be required to cause its Domestic Subsidiaries to, promptly grant to the Administrative Agent, within 60 days of such request, security interests and Mortgages in such owned real property of the U.S. Borrower and its Domestic Subsidiaries as are acquired after the Closing Date by the U.S. Borrower or such Subsidiary and that, together with any improvements thereon, individually have a value of at least $5,000,000 (based on the purchase price thereof if such real estate is the only asset being purchased in such transaction, otherwise the determination of value shall be made by the U.S. Borrower in good faith), as additional security for the obligations of the Credit Parties under any Credit Document (unless the subject property is already mortgaged to a third party to the extent permitted by subsection 9.2). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the Administrative 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 Administrative Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid by the U.S. Borrower in full. If requested by the Administrative Agent or the Required Lenders, the U.S. Borrower shall provide a Lien upon lender's title policy with respect to each such Mortgage paid for by the Capital Stock of any Immaterial SubsidiaryU.S. Borrower, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, insuring each Mortgage as a first lien on the relevant Mortgaged Property and subject only to Liens expressly agreed to by the Administrative Agent. (be) With respect to any Person that, subsequent to the Original Closing Date, that is or becomes a direct or indirect Canadian Subsidiary of the Borrowerthat has material assets, promptly (and in any event within 30 days after such Person becomes a Canadian Subsidiary): ), execute and deliver to the Canadian Administrative Agent an assumption agreement, substantially in the form of the assumption agreement annexed to the Canadian Collateral Agreement, that results in such Person becoming a party to (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Canadian Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Canadian Collateral Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.